SecProbe.io

CORRESP
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April 7, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re: Ascent Industries Co.

Registration Statement
on Form S-3 (File No. 333-294778)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Ascent Industries Co., a Delaware corporation (the “Corporation”), hereby requests
that the Corporation’s Registration Statement on Form S-3 (File No. 333-294778) (the “Registration Statement”),
be declared effective at 4:30 p.m., Eastern Time, on April 9, 2026, or as soon thereafter as practicable.

Once the Registration Statement
is effective, please orally confirm the event with our counsel, Amundsen Davis LLC by calling Larry C. Tomlin at (317) 464-4122.

    Very truly yours,

    ASCENT INDUSTRIES CO.

    By:
     /s/ J. Bryan Kitchen

    J. Bryan Kitchen

    President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 6, 2026

J. Bryan Kitchen
Chief Executive Officer
Ascent Industries Co.
20 N. Martingale Rd, Suite 430
Schaumburg, IL 60173

 Re: Ascent Industries Co.
 Registration Statement on Form S-3
 Filed March 31, 2026
 File No. 333-294778
Dear J. Bryan Kitchen:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Juan Grana at 202-551-6034 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Larry C. Tomlin, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Document

December 15, 2022

VIA EDGAR

Mr. Eranga Dias

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3561

Re:  Acceleration Request

 Ascent Industries Co.

 Registration Statement on Form S-3 (Registration No. 333-268780)

Dear Mr. Dias:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Ascent Industries Co. respectfully requests that you take such action as may be necessary to cause the referenced Registration Statement on Form S-3 to become effective at 9:00 a.m., Eastern Time, on December 21, 2022, or as soon thereafter as practicable.

Please contact the undersigned at (630) 884-9181 or our outside counsel, Jeffrey R. Kesselman at (303) 297-2900, with any questions.

Sincerely,

Ascent Industries Co.

By:

 /s/ Douglas Tackett

Name:

 Douglas Tackett

Title:

 General Counsel

United States securities and exchange commission logo
December 15, 2022
Doug Tackett
General Counsel
ASCENT INDUSTRIES CO.
1400 16 th Street, Suite 270
Oak Brook, IL 60523
Re:ASCENT INDUSTRIES CO.
Registration Statement on Form S-3
Filed December 13, 2022
File No. 333-268780
Dear Doug Tackett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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C.
Patrick Gadson pgadson@velaw.com

Tel
+1.212.237.0198 Fax +1.917.849.5386

Via
EDGAR and Email

June
22, 2020

Nicholas
Panos

Senior
Special Counsel

Office
of Mergers & Acquisitions

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Valian
Afshar

Special
Counsel

Office
of Mergers & Acquisitions

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re: Synalloy
                                         Corporation

                                         Definitive Additional Materials filed under cover of Schedule 14A

                                         Filed June 19, 2020 by Synalloy Corporation

                                         File No. 001-05200

Dear
Messrs. Panos and Afshar:

On
behalf of our client, Synalloy Corporation, a Delaware corporation (the “Company”), we are writing to
bring to the attention of the staff (the “Staff”) of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the “Commission”) certain supplemental information with respect
to the Company’s letter to shareholders, filed with the Commission on June 19, 2020, File No. 001-05200 (the “Letter
to Shareholders”), attached hereto as Exhibit A. Unless otherwise specified, capitalized terms used but not
defined herein have the same meaning as in the Letter to Shareholders.

We
respectfully advise the Staff that the Company filed the Letter to Shareholders in reliance on the Staff’s guidance for
conducting shareholder meetings in light of COVID-19 concerns, issued on April 7, 2020 (the “April Guidance”).
The Company did not file materials consistent with the April Guidance prior to June 19, 2020 because the Company remained hopeful
that, given the contested nature of the Annual Meeting, the COVID-19 pandemic would decelerate by late June to the extent that
an in-person meeting could be accommodated at the originally scheduled location in Richmond, Virginia.

        Vinson & Elkins LLP Attorneys at Law

        Austin Dallas Dubai Hong Kong Houston London
        New York

        Richmond Riyadh San Francisco Tokyo Washington

        1114 Avenue of the Americas

        32nd Floor

        New York, NY 10036

        Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com

    Securities
    and Exchange Commission    June 22, 2020  Page 2

However,
on June 9, 2020, the Governor of the Commonwealth of Virginia issued Executive Order Amended Number Sixty-Five (2020) (the “Executive
Order”), continuing to prohibit, among other things, gatherings and events of more than ten people at all locations
and venues in Richmond, Virginia. In response to this information, the Company proceeded with changing the format of the Annual
Meeting to a virtual-only meeting and, consistent with the Company’s interpretation of the April Guidance, publicly announced
this change in the Letter to Shareholders following the Executive Order.

The
Company is highly confident that it has provided notice sufficiently in advance of the Annual Meeting and that such security holders
have been noticed of the change in location of the Annual Meeting in a timely manner. As a result, the Company does not believe
that the definitive proxy statement, filed with the Commission on April 14, 2020 needs to be amended in order to reflect the change
to the Annual Meeting that was described in the Letter to Shareholders.

*       	*       		*       		*       		*

    Securities
and Exchange Commission    June 22, 2020  Page 3

Please
contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.

    Very
truly yours,

    /s/ C. Patrick Gadson

    C. Patrick Gadson

    cc:
    Robby Peay (rpeay@synalloy.com)

    Sally Cunningham (scunningham@synalloy.com)

    Lawrence S. Elbaum
    (lelbaum@velaw.com)

    Securities
and Exchange Commission    June 22, 2020  Page 4

Exhibit
A

CORRESP
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C. Patrick Gadson pgadson@velaw.com

Tel +1.212.237.0198 Fax +1.917.849.5386

June 11, 2020

Nicholas P. Panos

Senior Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

 Re: Synalloy Corporation

Definitive Additional Materials filed under cover of Schedule 14A

Filed June 3 and June 4, 2020 by Synalloy Corporation

File No. 001-05200

Mr. Panos:

Set forth below are responses of Synalloy
Corporation (the “Corporation”) to comments received from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”)
by letter, dated June 8, 2020, with respect to its investor presentation, filed with the Commission on June 3, 2020, File No. 001-05200
(the “Investor Presentation”) and press release filed with the Commission on June 4, 2020, File No. 001-05200.

For your convenience, each response is
prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, capitalized
terms used but not defined herein have the same meaning as in the Investor Presentation.

        Vinson & Elkins LLP Attorneys at Law

        Austin Dallas Dubai Hong Kong Houston London
        New York

        Richmond Riyadh San Francisco Tokyo Washington

        1114 Avenue of the Americas

        32nd Floor

        New York, NY 10036

        Tel +1.212.237.0000 Fax +1.212.237.0100 velaw.com

    Securities and Exchange Commission   June 11, 2020   Page 2

 1. The investor presentation filed
on June 3, 2020 and press release filed on June 4, 2020 each contain multiple statements indicating that Privet and UPG are seeking
to “gain control of the Board and business of Synalloy without paying shareholders a premium.” Our comment letter dated
May 19, 2020, however, noted the following: “The Dissident Group’s nominees, if elected, will owe fiduciary
duties and otherwise be accountable to all shareholders. While the Dissident
Group has proposed five nominees for election whom, if elected, would comprise a majority of the Board of Directors, as a matter
of law and fact, the Dissident Group will not be obtaining ‘control’ of Synalloy within the meaning of the term as
defined in Rule 12b-2 if its solicitation succeeds.” As previously requested, please refrain from making any statement in
future filings that indicates Privet and UPG will, as a result of a successful counter-solicitation, be able to obtain control
of Synalloy or its Board.

RESPONSE: The
Corporation respectfully acknowledges the Staff’s comment and will refrain in future filings from using the formulation that
“the Dissident Group … is asking [shareholders] to cede control of [their Corporation].” The Corporation recognizes
that the investor presentation dated June 8, 2020 and filed with the Commission as Definitive Additional Materials under cover
of Schedule 14A contains instances of this formulation, but notes for the Staff that these materials were in use prior to the Corporation’s
receipt of the Staff’s letter the same day. As noted, the Corporation will refrain from using such formulation in future
filings.

 2. The numerous references to the absence of a “premium” being paid imply that Privet
and UPG are subverting an obligation. We are unaware of any legal requirement that obligates a non-management party to pay a control
premium or any solicitation undertaken in compliance with Section 14(a) and corresponding Regulation 14A in which a person soliciting
paid a “premium” or “control premium” to security holders in exchange for a vote in favor of their nominees.
By accentuating that the non-management stockholders are seeking to effectively acquire “control” of Synalloy, the
registrant’s communications also omit to state that these stockholders are lawfully exercising their right to nominate a
slate of new directors in accordance with applicable law and the registrant’s governing documents. Please refrain from creating
the impression that a “premium” is legally or otherwise owed or that the stockholders are exclusively engaged in a
takeover attempt given that Rule 14a-9 prohibits omissions of material fact necessary to make certain statements not misleading.

RESPONSE: The
Corporation respectfully acknowledges the Staff’s comment and will refrain in future filings from creating the impression,
without providing further context, through references to the absence of a “premium” to be paid by Privet and UPG, that
such premium is legally or otherwise owed by either of those entities. Further, the Corporation will refrain in future filings
from creating the impression, without providing further context, that Privet and UPG are exclusively engaged in a takeover attempt
of the Corporation.

*       	*	       *	       *	       *

    Securities and Exchange Commission   June 11, 2020   Page 3

Please contact me directly
at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental information
is required by the Staff.

    Very truly yours,

    /s/ C. Patrick Gadson

    C. Patrick Gadson

 cc: Sally Cunningham, Synalloy Corporation

Valian Afshar, Securities
and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

         DIVISION OF
    CORPORATION FINANCE

June 8 , 2020

Sally M. Cunningham
Secretary
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, Virginia 23060

 Re: Synalloy Corporation
Definitive Additional Materials filed under cover of Schedule 14A
Filed on June 3 and June 4 , 2020 by Synalloy Corporation
  File No.  001-05200

Dear Ms. Cunningham ,

We have reviewed the above -captioned  filing s, and have the following comment s:

1. The investor presentation filed on June 3, 2020 and press release filed on June 4, 2020 each
contain multiple statements indicating that Privet and UPG are seeking to “ gain control of the
Board and business of Synalloy without paying sharehol ders a premium .”  Our comment
letter dated May 19, 2020 , however,  noted the following:  “The Dissident Group’s nominees,
if elected, will owe fiduciary duties and otherwise be accountable to all shareholders.  While
the Dissident Group has proposed five nominee s for election whom, if elected, would
comprise a majority of the Board of Directors, as a matter of law and fact, the Dissident
Group will not be obtaining ‘control’ of Synalloy within the meaning of the term as defined
in Rule 12b -2 if its solicitation s ucceeds.”  As previously requested, please refrain from
making a ny statement in future filings  that indicates  Privet and UPG will, as a result of a
successful counter -solicitation, be able to obtain con trol of Synalloy or its Board.

2. The numerous references to the absence of a “premium” being paid imply that Privet and
UPG  are subverting an obligation.  We are unaware of any legal requirement that obligates a
non-management party to pay a control premium or any solicitation underta ken in
compliance with Section 14(a) and corresponding Regulation 14A in which a person
soliciting paid a “premium” or “control premium”  to security holders in exchange for a vote
in favor of their nominees .  By accentuating that the non -management stockholders  are
seeking to effectively acquire  “control ” of Synalloy , the registrant ’s communications also
omit to state that these stockholder s are lawfully exercising their right  to nomin ate a slate of
new directors  in accordance with  applicable law and the registrant ’s governing documents .
Please refrain from creating the impres sion that a “premium ” is legally or otherwise ow ed or
that the stockholders are exclusively engaged in a takeover  attempt given that Rule 14a-9
prohibit s omissions of mater ial fact necessary to  make certain  statement s not misleading .

Sally M. Cunningham
June 8 , 2020
Page | 2

 We remind you that the registrant is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me, a t (202)
551-3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Lawrence S. Elbaum, Esq.

CORRESP
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C. Patrick
Gadson pgadson@velaw.com

Tel +1.212.237.0198
Fax +1.917.849.5386

May 22, 2020

        Nicholas P. Panos

        Senior Special Counsel

        Office of Mergers and Acquisitions

        Division of Corporation Finance

        United States Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549-3561

 Re: Synalloy Corporation

Definitive Additional Materials filed under cover of Schedule 14A

Filed May 19, 2020 by Synalloy Corporation

File No. 001-05200

Mr. Panos:

Set forth
below is the response of Synalloy Corporation (the “Corporation”) to a comment received from the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter, dated May 19, 2020, with respect to its letter to shareholders, filed with
the Commission as Definitive Additional Materials under cover of Schedule 14A, on May 19, 2020, File No. 001-05200 (the “Letter
to Shareholders”).

For your convenience, the response is
prefaced by the exact text of the Staff’s comment in bold, italicized text. Unless otherwise specified, all capitalized
terms used but not defined herein have the same meaning as in the Letter to Shareholders.

The disclosure states
that the “Dissident Group” is “asking you to cede control of your Company.”   The Dissident Group’s
nominees, if elected, will owe fiduciary duties and otherwise be accountable to all shareholders.  While the Dissident Group has
proposed five nominees for election whom, if elected, would comprise a majority of the Board of Directors, as a matter of law
and fact, the Dissident Group will not be obtaining “control” of Synalloy within the meaning of the term as defined
in Rule 12b-2 if its solicitation succeeds.  Synalloy’s shareholders also are not being asked to cede any of their existing
rights with respect to the management of the registrant in connection with the Dissident Group’s proxy solicitation.  Please
refrain from using the above-quoted formulation in future filings.

 RESPONSE:
The Corporation respectfully acknowledges the Staff’s comment and will refrain in future filings from using the formulation
that “the Dissident Group … is asking [shareholders] to cede control of [their Corporation].”

*	*	*	*	*

    Vinson & Elkins LLP
        Attorneys at Law

        Austin
        Dallas Dubai Hong Kong Houston London New York

        Richmond
        Riyadh San Francisco Tokyo Washington

    1114 Avenue of the Americas

        32nd Floor

        New York, NY 10036

        Tel +1.212.237.0000
        Fax +1.212.237.0100 velaw.com

    Securities
                                         and Exchange Commission May 22, 2020 Page 2

Please contact
me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.

    Very truly yours,

    /s/ C. Patrick Gadson

    C. Patrick Gadson

cc:  Sally Cunningham, Synalloy Corporation

    Valian Afshar, Securities
and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
    CORPORATION FINANCE

May 19, 2020

Sally M. Cunningham
Secretary
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, Virginia 23060

 Re: Synalloy Corporation
Definitive Additional Materials filed under  cover of Schedule 14A
Filed on May 19 , 2020 by Synalloy Corporation
  File No.  001-05200

Dear Ms. Cunningham ,

We have reviewed the above -captioned  filing and have the following comment.  If you do
not believe our comment  applies  to your facts and circumstances , please tell us why in a written
response.  After reviewing any response to this comment, we may have further comments.

1. The disclosure states  that the “Dissident Group” is “asking you to cede control of your
Company .”  The  Dissident Group’s nominees, if elected, will owe fiduciary duties and
otherwise be accountable to all shareholders.  While the Dissident Group has proposed five
nominees  for election whom, if elected,  would comprise a majority of the Board  of Directors ,
as a matter of law and fact, the Dissident Group will not be obta ining “control” of Synalloy
within the meaning of the term as defined in Rule 12b -2 if its solicitation succeeds .
Synalloy’s shareholders  also are not being asked to cede any of their existin g rights with
respect to the management of the registrant  in connection with the Dissident Group’s proxy
solicitation.  Please refrain from using the above -quoted  formulation in future filings.

 We remind you that the registrant is responsible for the ac curacy and adequacy of its
disclosures, notwithstanding any review, comments, action or inaction by the staff.  Please direct
any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me, at (202) 551 -3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc:  Lawrence S. Elbaum, Esq.

CORRESP
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filename1.htm

C.
Patrick Gadson pgadson@velaw.com

Tel
+1.212.237.0198 Fax +1.917.849.5386

April
6, 2020

    Nicholas
                                         P. Panos

        Senior
        Special Counsel

        Office
        of Mergers and Acquisitions

        Division
        of Corporation Finance

        United
        States Securities and Exchange Commission

        100
        F Street, N.E.

        Washington,
        D.C. 20549-3561

Re: Synalloy
                                         Corporation

                                         PREC14A preliminary proxy statement filing made on Schedule 14A

                                         Filed on April 1, 2020 by Synalloy Corporation

                                         File No. 000-19687

Mr.
Panos:

Set
forth below are the responses of Synalloy Corporation (the “Corporation”) to comments received from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter, dated April 3, 2020, with respect to its preliminary proxy statement,
File No. 000-19687, filed with the Commission on April 1, 2020 (the “Proxy Statement”). Concurrently
with the submission of this letter, the Corporation is filing an Amendment No. 1 to the Proxy Statement (the “Amended
Proxy Statement”). Enclosed with the email version of this letter is a copy of the Amended Proxy Statement marked
to show changes from the Proxy Statement as originally filed.

For
your convenience, each response is prefaced by the Staff’s corresponding comment in bold, italicized text. Unless otherwise
specified, all references to page numbers and captions correspond to the Proxy Statement and all capitalized terms used but not
defined herein have the same meaning as in the Proxy Statement.

General

 1. The
                                         first page of the proxy statement, as defined under Rule 14a-1(g), must be clearly marked
                                         as preliminary. Given that a preliminary proxy statement may be lawfully disseminated
                                         under Rule 14a-3(a), please revise. See Rule 14a-6(e)(1).

RESPONSE: In response
to the Staff’s comment, the Corporation has revised the first page of the Proxy Statement to be marked as preliminary.

    Vinson
                                         & Elkins LLP Attorneys at Law

        Austin
        Dallas Dubai Hong Kong Houston London New York

        Richmond
        Riyadh San Francisco Tokyo Washington

    1114
                                         Avenue of the Americas

        32nd
        Floor

        New York, NY 10036

        Tel
        +1.212.237.0000 Fax +1.212.237.0100 velaw.com

    Securities
    and Exchange Commission   April 6, 2020   Page 2

 2. The
                                         Notice of Annual Meeting, as distinguished from the proxy statement, leaves open the
                                         possibility that the proxy statement will be distributed electronically to the exclusion
                                         of other methods while suggesting its availability on a dedicated website. Please advise
                                         us whether the registrant will be relying upon Rule 14a-16 to distribute the proxy statement
                                         electronically as the primary means of fulfilling its obligations under Rule 14a-3(a)
                                         and Rule 14a-4(f). If so, please summarize for us how compliance with Rule 14a-16 has
                                         been effectuated.

RESPONSE:
The Corporation respectfully advises the Staff that the Corporation intends to distribute the proxy statement to shareholders
by mail and will not be relying on Rule 14a-16 to distribute the proxy statement electronically as the primary means of fulfilling
its obligations under Rule 14a-3(a) and Rule 14a-4(f).

Table
of Contents

 3. Some
                                         of the page references and corresponding links in the Table of Contents are incorrect.
                                         For example, the Table of Contents indicates that each of the first four sections of
                                         the proxy statement start on page 9. Please revise to correct the page references and
                                         the corresponding links.

RESPONSE:
In response to the Staff’s comment, the Corporation has revised the Table of Contents to update the page references and
the corresponding section links.

Questions
and Answers About the Proxy Materials, Annual Meeting and Voting, pages 13-21

 4. The
                                         disclosure under the header “What is the effect of abstentions and broker non-votes
                                         on voting?” indicates the NYSE rules govern brokers’ discretionary authority
                                         with respect to the proposals at the Annual Meeting. Given that the registrant’s
                                         shares of common stock are listed on the NASDAQ Global Market, please revise to clarify
                                         how the NYSE rules are applicable to the Annual Meeting.

RESPONSE:
In response to the Staff’s comment, the Corporation has revised the disclosure under the header “What is the effect
of abstentions and broker non-votes on voting?” to indicate that even though the Company’s shares of common stock
are listed on the NASDAQ Global Market, the rules of the New York Stock Exchange (the “NYSE”) apply
to the brokers that are NYSE members voting on matters being submitted to the Corporation’s shareholders at the 2020 Annual
Meeting of Shareholders (the “Annual Meeting”). The revised disclosure can be found on page 11 of the
Amended Proxy Statement.

    Securities
    and Exchange Commission   April 6, 2020   Page 3

 5. Refer
                                         to the following disclosure on page 18: “DO NOT RETURN ANY WHITE PROXY CARD SENT
                                         TO YOU BY THE DISSIDENT GROUP, EVEN AS A PROTEST VOTE AGAINST ANY OF ITS GROUP MEMBERS
                                         OR NOMINEES.” In order to avoid the implication that it would be impermissible
                                         (under applicable law or otherwise) for shareholders to return a white proxy card, please
                                         revise to clarify, if true, that the Board is only recommending that shareholders not
                                         return any white proxy card.

RESPONSE:
In response to the Staff’s comment, the Corporation has revised the disclosure to clarify that the Board is only recommending
that shareholders not return any white proxy card, rather than implying that returning a white proxy card would be impermissible.
The revised disclosure can be found on page 10 of the Amended Proxy Statement.

 6. We
                                         note the following disclosure on page 19: “If you hold your shares beneficially
                                         in street name and do not provide voting instructions to your bank, broker, trustee or
                                         other nominee, your shares will be considered to be broker non-votes and will not be
                                         counted for establishing the presence of a quorum and will not be voted on any proposal
                                         on which your broker nominee does not have discretionary authority to vote.” Please
                                         advise us of the legal basis upon which the registrant has relied to conclude that persons
                                         other than brokers, such as banks, trustees and other nominees, may be ineligible to
                                         vote shares in the absence of instructions timely transmitted by beneficial owners. Alternatively,
                                         please revise to remove the implication that banks, trustees and other nominees are the
                                         equivalent of brokers and thus might not vote absent instructions from beneficial owners.
                                         See Item 21(b) of Schedule 14A.

RESPONSE:
In response to the Staff’s comment, the Corporation has revised the disclosures under “What happens if I do not specify
how I want my shares voted? What is discretionary voting? What is a broker non-vote?” and “What is the effect of abstentions
and broker non-votes on voting?” to remove references to banks, trustees and other nominees from the discussion of broker
non-votes. The revised disclosures can be found on page 11 of the Amended Proxy Statement.

The
Corporation mentioned banks and other nominees in the Proxy Statement previously filed mainly in reliance on Rule 402.08 of the
NYSE Listed Company Manual, which provides, among other things, that a NYSE member organization may not vote or grant a proxy
to vote without instructions from beneficial owners upon any matter that is the subject of a counter-solicitation, and the NYSE’s
member organizations are not limited to brokers as defined under Section 3(a)(4) of the Securities Exchange Act of 1934. Because
the Corporation is soliciting proxies to vote for its director nominees in opposition to the solicitation by the Dissident Group,
the Corporation believes that Rule 402.08 applies to the NYSE member organizations voting on matters being submitted to the Annual
Meeting. However, the Corporation acknowledges the Staff’s comment and does not believe there is evidence suggesting that
the Commission intends to treat persons other than brokers, such as banks and other holders of record, as the equivalent of brokers
for purposes of providing broker non-vote disclosures under Item 21(b) of the Schedule 14A. Therefore, the Corporation has made
the above-mentioned revision to ensure compliance with Item 21(b).

    Securities
    and Exchange Commission   April 6, 2020   Page 4

Because it is common for
investors to have their shares held by banks and other intermediaries in addition to brokers, the Amended Proxy Statement continues
to refer to these other “street name” holders when discussing the voting instruction forms to be furnished by these
entities and other aspects of voting by beneficial owners. For example, the second page of the Notice of Annual Meeting states
that a beneficial owner whose shares are held by a broker, bank, trustee or other similar organization will receive a voting instruction
form from such holder of record; that same page also discusses the need for a beneficial owner to obtain a legal proxy from the
broker, bank, trustee or other nominee in order to vote in person at the Annual Meeting. The Corporation does not intend those
discussions to expand the scope of the broker non-vote disclosures under Item 21(b).1

Potential
Payments Upon Termination or Change in Control, page 45

 7. Given
                                         that the solicitation in opposition, if commenced, might result in a majority of directors
                                         being elected who were not nominated by the registrant, please revise to describe whether
                                         a risk exists that a change in control could occur within the meaning of the term as
                                         it is used within any of the registrant’s governing documents, including any compensation
                                         arrangements. Please summarize the economic impact, if any, that would result if a change
                                         in control were to occur by virtue of the election of a majority or more of directors
                                         not nominated by the registrant.

RESPONSE: In response
to the Staff’s comment, the Corporation has revised the disclosure of the “change in control” provisions in
the employment agreements to clarify that the election of the Dissident Group’s nominees will not trigger a change in control
under those provisions. The revised disclosure can be found on page 38 of the Amended Proxy Statement. The Corporation has also
reviewed its governing documents, including the Corporation’s certificate of incorporation and bylaws and documents relating
to compensation arrangements, and advises the Staff that a change in control will not be triggered under those documents.

1 The Corporation
does not believe that the Commission intends to exclude references to banks and other intermediaries from a proxy statement entirely.
In fact, the Commission frequently mentions banks as record holders in the context of proxy rules. For example, the Exchange Act
Release No. 34-31326 (Oct. 16, 1992), which adopted, among others, certain amendments to Item 21 of Schedule 14A, states that
the list information provided to requesting shareholders under Rule 14a-7 “must . . . include the names, addresses, and
security positions of record holders, including banks, brokers and similar intermediaries . . . .” (emphasis added);
Rule 14a-7 mentions “banks, brokers, and similar entities” at least three times; Rule 14a-8(b)(2)(i) says “from
the ‘record’ holder of your securities (usually a broker or bank)” (emphasis added).

    Securities
    and Exchange Commission   April 6, 2020   Page 5

Form
of Proxy

 8. Please
                                         revise the form of proxy to clearly mark it as a preliminary copy. See Rule 14a-6(e)(1)
                                         of Regulation 14A.

RESPONSE: In response
to the Staff’s comment, the Corporation has marked the form of proxy as preliminary.

 9. Please
                                         revise the disclosure regarding the intended use of the discretionary authority available
                                         under Rule 14a-4(c)(1) so it conforms to the disclosure standard codified in that provision.
                                         At present, the disclosure suggests the right to use discretionary authority is absolute
                                         inasmuch as it can unconditionally be exercised “upon such other matters as may
                                         properly come before the Annual Meeting….”

RESPONSE: In response
to the Staff’s comment, the Corporation has revised the form of proxy so that the disclosure regarding the intended use
of the discretionary authority available under Rule 14a-4(c)(1) conforms to the disclosure standard codified in that provision.

*   	*   	*   	*    *

    Securities
    and Exchange Commission   April 6, 2020   Page 6

Please
contact me directly at (212) 237-0198 with any questions that you have with respect to the foregoing or if any additional supplemental
information is required by the Staff.

    Very
    truly yours,

    /s/
    C. Patrick Gadson

    C. Patrick Gadson

Enclosures

cc: Sally
                                         Cunningham, Synalloy Corporation

  Valian
                                         Afshar, Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

April 3, 2020

Ryan Levenson
Privet Fund Management LLC
79 West Paces Ferry Road
Suite 200B
Atlanta, Georgia 30305

 Re: Synalloy Corporation
  PRRN 14A preliminary proxy statement filing made on Schedule 14A
  Filed on April 2 , 2020 by Privet Fund LP , et al.
  File No. 001-05200

Dear Mr. Levenson :

We have reviewed the above -captioned filing, and have the following comments.  All
defined terms used herein have the same meaning as i n the proxy statement filed under cover of
Schedule 14A.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information .  If you do not believe our comments apply to your facts and circumstances, or do
not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing, and any information you pro vide in
response to these comments, we may have additional comments.

Amendment Number One to Preliminary Proxy Statement filed under cover of Schedule 14A

Proposal One – Election of Directors, pages 22 -25

1. We note that the Stockholder Group has nominated five Nominees, no twithstanding the
fact that Synalloy ’s Board of Directors is comprised of eight directors and the
registran t’s preliminary proxy statement includes eight nominees .  Please clarify the
Stockholder Group’s reasons for nominating fewer than eight Nominees.  See Item 7 (b)
of Schedule 14A and Instruction 4 to paragraph (a) of Item 401 of Regulation S -K.

Quorum; Broker Non -Votes; Discretionary Voting, pages 28 -29

2. Refer to  the following statement on page 28: “ Shares represented by ‘broker non -votes’
also are counted as present and entitled to vote for purposes of determining a quor um.”
We note , however, that the disclosure page 20 of the registrant ’s preliminary proxy
statement indicates that “[b] roker non -votes will not be counted as present for purposes

Ryan Levenson
c/o Privet Fund Management LLC
April 3, 2020
Page | 2

 of determining a quorum. ”  Please provide the legal basis for your determination that
broker non -votes will be counted as present and entitled to vote for purposes of
determining a quorum, or revise to conform to the registrant ’s description of the effect
of broker non -votes for purposes of determining a quorum.

* * *

 We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (20 2) 551 -8729, or me,
at (202) 551 -3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc: Steve Wolosky , Esq.
Ryan Nebel , Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
    CORPORATION FINANCE  ``

March 25, 2020

Ryan Levenson
Privet Fund Management LLC
79 West Paces Ferry Road
Suite 200B
Atlanta, Georgia 30305

 Re: Synalloy Corporation
  PREC 14A preliminary proxy statement filing made on Schedule 14A
  Filed on March 2 0, 2020 by Privet Fund LP , et al.
  File No. 000-19687

Dear Mr. Levenson :

We have reviewed the above -captioned filing, and have the following comments.  All
defined terms used herein have the same meaning as in the proxy statement filed under cover of
Schedule 14A.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information .  If you do not believe our comments apply to your facts and circumstances, or do
not believe an amendment is appropriate, please tell us why in your response.

After revi ewing any amendment to your filing, and any information you provide in
response to these comments, we may have additional comments.

Schedule 14A

General

1. Throughout the letter to shareholders and the proxy statement, you refer to a plan for the
Company that the Nominees are preparing without disclosing the details of such plan.
For example, we note the statement on the letter to shareholders that the Nomin ees “are
already working to prepare the type of 100 -day transition plan that can expedite the
Company’s revitalization. ”  We further note the statement on page 22 that “[w] e intend
to release our comprehensive vision for a stronger Synalloy in the weeks ah ead.”  Please
confirm for  us that the N ominees’ plan will be disclosed .

2. With a view towards disclosure, please provide support for your assertion in the letter to
shareholders that “the Board is comprised primarily of individuals with limited
operating ex perience across the steel, metals and chemicals verticals .”  We note that the
proxy statement contains a similar statement on page 11.

Ryan Levenson
c/o Privet Fund Management LLC
March 25 , 2020
Page | 2

 Background to Solicitation, pages 4 -10

3. With a view towards disclosure, please provide support for your statement on page 9
that the Metals unit “ appeared to Privet to be Mr. Bram’s primary focus. ”  We note that
the proxy statement contains  a similar statement  on page 15.

Reasons for the Solicitation, pages 11 -22

4. The disclosures in the footnotes to the various charts in this section indicate that the
Closest Direct Peers “include” certain enumerated companies.  With a view towards
disclosure, please advise us whether the term “include” as used in this context is
inten ded to signal that  additional Closest Direct Peers exist that are  not explicitly
identified in such footnotes.

5. Please advise us how the enumerated companies were selected as the Closest Direct
Peers of the Company.

6. We note your statements on page 13 th at SG&A “as a percentage of revenue continues
to rise ” and that the corporate cost base is “consistently rising.”  We further note,
however, that although the chart on page 14 displays the Company’s SG&A as a
percentage of revenue as higher in 2019 than it  was in 2011, it decreased year -over-year
in 2017 and 2018.  As such, please advise us as to how the chart demonstrates the
continued and consistent rise in the Company ’s SG&A as a percentage of revenue and
corporate cost base  from 2011 through 2019 .

7. We n ote your statement on page 18 that “ the Company’s returns on both assets and
invested capital have markedly deteriorated over the past nine years .”  In that regard, we
note that the chart on page 18 displays the Company’s return on average assets but not
the Company’s return on invested capital from 2011 through 2019.

8. Please revise your disclosures to clarify how you derived the Company’s “return on
average assets”  and “total leverage” in the charts on pages 18 and 19.

Proposal One – Election of Directors , pages 23 -26

9. Please confirm that in the event you select  a substitute or additional nominee  prior to the
Annual M eeting  (as provided on page 26) , you will file an amended proxy statement that
(1) identifies such nominee, (2) will only include a bona fide nominee and (3) includes
disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominee.

Incorporation by Reference, page 37

10. Rule 14a -5(c) permits information to be omitted if a clear reference is made to the
document containing such information.  The information is not “incorporated by

Ryan Levenson
c/o Privet Fund Management LLC
March 25 , 2020
Page | 3

 reference” as the title to this section indicates.  Please revise, especially given that
Instruction D  to Schedule 14A governs incorporation by reference.  In addition, due to
need for the participants to comply with Rule 14a -3(a)(1), p lease disclose the specific
line items within Schedule 14A the participants have seemingly sought to satisfy by
referencing Synalloy ’s proxy statement through ostensible reliance upon Rule 14a -5(c).

* * *

 We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absen ce of action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3266.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions

cc: Steve Wolosky , Esq.
Ryan Nebel , Esq.

Mail Stop 4631

February 23, 2018

Via E -mail
Mr. Dennis M. Loughran
Senior Vice President and Chief Financial Officer
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, VA  23060

RE: Synalloy Corporation
Form 10 -K for the Year Ended December 31, 2016
Filed March 14, 2017
  File No. 0 -19687

Dear Mr. Loughran:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence by the staff .

Sincerely,

 /s/ John Cash

 John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

		Document

February 21, 2018

By EDGAR

John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

Re:    Synalloy Corporation

Form 10-K for the Year Ended December 31, 2016

Filed March 14, 2017

Definitive Proxy Statement on Schedule 14A

Filed April 4, 2017

Item 2.02 Form 8-K

Filed November 7, 2017

File No. 0-19687

Dear Mr. Cash:

In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 19, 2017 with regard to the above-referenced Form 10-K (“2016 Form 10-K”), Definitive Proxy Statement on Schedule 14A and Form 8-K of Synalloy Corporation (the “Company”), the Company hereby submits the following amended response to Comment No. 5 contained in the Company’s response letter to the Commission submitted on January 15, 2018.

Form 8-K Filed November 7, 2017

5.

 Your presentations EBITDA after inventory price changes, EBITDA and Consolidated Adjusted net income include adjustments related to (i) inventory price change (gain) loss, (ii) inventory cost adjustment, (iii) aged inventory adjustment and (iv) manufacturing variances. Please better explain each adjustment and how such adjustment was calculated. Please also address the appropriateness of each of these adjustments in light of the guidance provided in Questions 100.01 and 100.4 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:  In response to the Staff’s comment, further clarification of the noted adjustments are as follows:

•

 Inventory price change (gain) loss represents the amount of gross margin (increase) or compression due to changes in metal and alloy pricing. Steel pipe is sold based on pricing variables that solidify in the period between three and six months after inventory is purchased (in our build to stock model). The adjustment

Mr. John Cash

U.S. Securities and Exchange Commission

February 21, 2018

Page 2

reflects the change in metal pricing (to the customer) between the time inventory is purchased and when the inventory is sold. Metal market pricing factors are highly volatile and can result in extreme differences in profitability from period to period, simply based on the upward or downward movement in those factors during the year. The subtraction of gains, or addback of losses that result from those changes, effectively adjusts EBITDA to that level that could be expected in a normalized market with pricing factors matching those in place at the time inventory is purchased. It is an important metric that is well understood by all constituencies involved in the steel pipe markets;

•

 Inventory cost adjustment results from a lower of cost or net realizable value calculation, representing the reserve taken on unsold inventory equal to the change in selling prices below inventory carrying cost. A review is performed at period-end, on an item by item basis, and this adjustment represents the resultant lower of cost or net realizable value reserve charge;

•

 Aged inventory adjustment captures the income statement effect of obsolete inventory reserve adjustments for the period; and

•

 Manufacturing variances adjustment eliminates the effect of the capitalization of volume variance to align favorable and unfavorable impacts of absorption with the period of the respective activity level. The Company’s operations are characterized by significant differences in production level and product mix between periods, creating variations in fixed cost absorption that we believe are better understood when identified with the associated period of activity, rather than being spread as part of the average cost of product over several periods of sales.

Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations (“Interpretation”) issued on May 17, 2016 states “Can certain adjustments, although not explicitly prohibited, result in a non-GAAP measure that is misleading?” The answer provided in the Interpretation is “Yes. Certain adjustments may violate Rule 100(b) of Regulation G because they cause the presentation of the non-GAAP measure to be misleading. For example, presenting a performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business could be misleading.”

The Company could not locate Question 100.4 in the Interpretation. Our assumption is that the Staff intended this to be question 100.04 which states “A registrant presents a non-GAAP performance measure that is adjusted to accelerate revenue recognized ratably over time in accordance with GAAP as though it earned revenue when customers are billed. Can this measure be presented in documents filed or furnished with the Commission or provided elsewhere, such as on company websites?”. The answer provided in the Interpretation is “No. Non-GAAP measures that substitute individually tailored revenue recognition and measurement methods for those of GAAP could violate Rule 100(b) of Regulation G. Other measures that use individually tailored recognition and measurement methods for financial statement line items other than revenue may also violate Rule 100(b) of Regulation G.”

Both questions refer to Rule 100(b) of Regulation G which states “A registrant, or a person acting on its behalf, shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.”

The Company had included these four adjustments in its non-GAAP measures of Adjusted EBITDA and Adjusted Net Income, included in certain filings with the Commission, with the intent of providing the additional insights into comparability of earnings as described in the responses included herein.  However, upon reviewing relevant regulations, interpretations and guidance from the SEC staff, the Company has concluded that, while these adjustments present meaningful information to investors, they are not appropriate as presented and should be excluded from the calculation of Adjusted EBITDA and Adjusted Net Income.  In all future Current Reports

Mr. John Cash

U.S. Securities and Exchange Commission

February 21, 2018

Page 3

on Form 8-K filings and all earnings releases relating thereto and in all future Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filings, the Company will adjust its schedules to exclude these adjustments from the calculation of Adjusted EBITDA and Adjusted Net Income. The Company will show these calculated values as separate informational line items in the exhibits and will refer to them in management’s discussion and analysis of financial condition and results of operations and in the notes to the financial statements included therein.

*  *  *

The Company and its management understand that (i) they are responsible for the adequacy and accuracy of the disclosure in the Company’s filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (804) 822-3266 should you require further information or if you have any questions.

Very truly yours,

/s/ Dennis M. Loughran

Dennis M. Loughran

cc:

 Mr. Craig C. Bram

Mr. Daniel J. Scarvey, KPMG

Mr. Robert A. Peay, Esq.

Mr. Richard D. Sieradzki

CORRESP
1
filename1.htm

		Document

January 15, 2018

By EDGAR

John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

Re:    Synalloy Corporation

Form 10-K for the Year Ended December 31, 2016

Filed March 14, 2017

Definitive Proxy Statement on Schedule 14A

Filed April 4, 2017

Item 2.02 Form 8-K

Filed November 7, 2017

File No. 0-19687

Dear Mr. Cash:

In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated December 19, 2017 with regard to the above-referenced Form 10-K (“2016 Form 10-K”), Definitive Proxy Statement on Schedule 14A and Form 8-K of Synalloy Corporation (the “Company”), the Company hereby submits the following responses.

Form 10-K for the Year Ended December 31, 2016

Item 1A. Risk Factors

Significant Changes in nickel prices…, page 8

1.

 You indicate that you began hedging your nickel exposure in 2016. Please address the need to provide disclosure regarding the nature of your hedging program, the quantitative and qualitative disclosures about market risk required by Item 305 of Regulation S-K as well as any related financial statement disclosures.

Response:  In response to the Staff's comment, in accordance with Item 305 of Regulation S-K, the Company will expand the disclosure regarding the nature and market risk of its hedging program relating to nickel prices in future filings as follows:

“The Company began hedging its nickel exposure effective in the beginning of 2016 to provide coverage against extreme downside product pricing exposure related to the content of nickel alloy contained in purchased stainless steel inventory. The sales price of stainless steel product (containing nickel alloy) is subject to a variable pricing component for alloys (nickel, chrome, molybdenum and iron) contained in the product. Each month, industry pricing indices are published which set the following month’s price surcharges for those alloys. The Company typically holds approximately six to seven months of inventory, with fixed priced purchase orders (where the alloy pricing index is “locked”, eliminating the Company’s exposure) consisting of approximately 50 percent of held stainless steel inventories. As a result, the eventual sales prices for approximately 50 percent of held stainless steel inventories will vary until a customer order commitment is received, and the selling price is established. In the past, the Company fully absorbed the potential negative market volatility that resulted from sales prices declining during the inventory hold period. In 2016 and 2015, the cumulative negative impact during the inventory hold period totaled $5.8 million and $6.8 million, respectively, due to a substantial and prolonged period of nickel commodity pricing declines.

The Company’s nickel hedge program covers approximately three months of pricing exposure, via forward contracts, to sell nickel at fixed prices. Other alloys do not have hedge contracts available in the marketplace. The Company reviews the current nickel pricing level and if it believes there is significant downside exposure in future pricing, management will protect against these projected declines by purchasing contracts to “Put” nickel pounds to the trading party, with strike prices at 15 percent below the three-month forward price at the time of the contract. As a result, there is zero hedge coverage for the first 15 percent of nickel price decline, but dollar for dollar coverage for 100 percent of any decline below that level.

As of December 31, 2016, the Company had a hedge position equal to 684,000 pounds of nickel, representing 34 percent of the Company’s total nickel content of stainless steel pounds in inventory. The Company does not utilize hedge accounting for these transactions but marks to market the value of the outstanding contracts with all adjustments being included in cost of sales in the Consolidated Statements of Operations. The fair value of the nickel contracts at December 31, 2016 was approximately $87,000. The Company’s downside exposure is limited to the potential that the total of that fair value of the nickel contracts would be reduced to zero, if nickel pricing does not decline to the contracted strike prices.”

Under paragraphs 305(a) and 305(b) of Item 305 of Regulation S-K, “a materiality assessment should be made for each market risk exposure category within the trading and other than trading portfolios by evaluating the materiality of the fair value of the derivative financial instruments as of the end of the latest fiscal year and by evaluating the materiality of  potential, near-term losses in future earnings, fair values, and/or cash flows from reasonably possible near-term changes in market rates or prices.” As of December 31, 2016, the Company assessed the exposure of these nickel contracts to be immaterial. Accordingly, such exposure was not disclosed in the financial statements under Item 305 of Regulation S-K. The Company will re-assess the disclosure requirements in its Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”).

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 18

Liquidity and Capital Resources, page 19

2.

 Your disclosure states that net income from continuing operations generated $2.0 million in cash flows for 2016 after adding back depreciation and amortization expense of $6.7 million and the loss on the sale of property, plant and equipment resulting from the sale-leaseback of $2.4 million. In future filings, please clearly disclose the amount of net (loss) income from continuing operations as presented on the face of the income statement and calculated pursuant to U.S. GAAP before discussing any adjusted amounts. In this case, you would disclose that you actually had a net loss from continuing operations of $7.0 million and that adding back depreciation and amortization expense of $6.7 million and the loss on

the sale of property, plant and equipment resulting from the sale-leaseback of $2.4 million resulted in net income from continuing operations generating $2.0 million in cash flows.

Response:  In response to the Staff’s comment, in future filings beginning with the 2017 Form 10-K, the Company will clearly disclose in the liquidity and capital resources section, the amount of net income (loss) from continuing operations as presented on the face of the income statement and calculated pursuant to U.S. GAAP before calculating any adjusted amounts.

Results of Operations

Comparison of 2016 to 2015 - Metals Market, page 23

3.

 You indicate that the Company experienced “inventory margin compression” of approximately $5,751,000 during 2016. Please revise your disclosure to clarify what this means. Please ensure you discuss this disclosure in light of your discussion of Inventory Adjustments and Reserves on page 18 whereby you indicate that a $43,000 lower of cost or market adjustment was required at December 2016 for reductions in the nickel surcharge.

Response:  In response to the Staff’s comment, the terms “inventory margin compression” and “inventory price change loss” are synonymous with each other and both represent the total change in metal pricing resulting from lower nickel surcharges and other metal pricing components between the time inventory is purchased and when the inventory is sold. In effect, as the market pricing on sold products declines, our margin is reduced on the higher cost metal sold through at those lower prices.

The $5,751,000 inventory margin compression experienced during 2016, and included in the Comparison of 2016 to 2015 section of the MD&A, represents the total effect that lower metal prices had on our earnings for the entire year. The $43,000 lower of cost or net realizable value adjustment at December 31, 2016 described in the Inventory Adjustments and Reserves section on page 18 of the 2016 Form 10-K, reflects only the amount needed to lower the carrying cost for any specific inventory items whose net realizable value decreased below cost. So, while there was significant margin compression in total (the $5,751,000), only a very insignificant portion of that total (the $43,000) is related to inventory items having to be adjusted for lower of cost or net realizable value.

Beginning with all future filings, the Company will standardize terminology to make it more transparent to readers and refer to the effect of changes in nickel pricing as inventory price change.

Definitive Proxy Statement filed April 4, 2017

Section III: Performance Targets and Results for 2016, Short-Term Cash Incentive, page 19

4.

 We note the disclosure on page 14 that 2016 adjusted EBITDA for the company as a whole was $5.5 million. In future filings, please also disclose the actual adjusted EBITDA data for the metals segment and the chemicals segment.

Response:  In response to the Staff’s comment, in future filings beginning with the Proxy Statement to be filed in April 2018, the Company will disclose the actual adjusted EBITDA data for the Metals Segment and the Specialty Chemicals Segment in a similar manner to the following modification using 2016 results:

“The Company suffered challenging market conditions that resulted in 2016 Revenue of $138.6 million, down 21% from 2015 and Adjusted EBITDA of $5.5 million, down 72% from 2015. Adjusted EBITDA for the Metals Segment was $4.1 million, down 76% from 2015 and $6.5 million for the Specialty Chemicals Segment, down 9% from 2015.”

Form 8-K Filed November 7, 2017

5.

 Your presentations EBITDA after inventory price changes, EBITDA and Consolidated Adjusted net income include adjustments related to (i) inventory price change (gain) loss, (ii) inventory cost adjustment, (iii) aged inventory adjustment and (iv) manufacturing variances. Please better explain each adjustment and how such adjustment was calculated. Please also address the appropriateness of each of these adjustments in light of the guidance provided in Questions 100.01 and 100.4 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

Response:  In response to the Staff’s comment, further clarification of the noted adjustments are as follows:

•

 Inventory price change (gain) loss represents the amount of gross margin (increase) or compression due to changes in metal and alloy pricing. Steel pipe is sold based on pricing variables that solidify in the period between three and six months after inventory is purchased (in our build to stock model). The adjustment reflects the change in metal pricing (to the customer) between the time inventory is purchased and when the inventory is sold. Metal market pricing factors are highly volatile and can result in extreme differences in profitability from period to period, simply based on the upward or downward movement in those factors during the year. The subtraction of gains, or add back of losses that result from those changes, effectively adjusts EBITDA to that level that could be expected in a normalized market with pricing factors matching those in place at the time inventory is purchased. It is an important metric that is well understood by all constituencies involved in the steel pipe markets;

•

 Inventory cost adjustment results from a lower of cost or net realizable value calculation, representing the reserve taken on unsold inventory equal to the change in selling prices below inventory carrying cost. A review is performed at period-end, on an item by item basis, and this adjustment represents the resultant lower of cost or net realizable value reserve charge;

•

 Aged inventory adjustment captures the income statement effect of obsolete inventory reserve adjustments for the period; and

•

 Manufacturing variances adjustment eliminates the effect of the capitalization of volume variance to align favorable and unfavorable impacts of absorption with the period of the respective activity level. The Company’s operations are characterized by significant differences in production level and product mix between periods, creating variations in fixed cost absorption that we believe are better understood when identified with the associated period of activity, rather than being spread as part of the average cost of product over several periods of sales.

Question 100.01 of the updated Non-GAAP Compliance and Disclosure Interpretations (“Interpretation”) issued on May 17, 2016 states “Can certain adjustments, although not explicitly prohibited, result in a non-GAAP measure that is misleading?” The answer provided in the Interpretation is “Yes. Certain adjustments may violate Rule 100(b) of Regulation G because they cause the presentation of the non-GAAP measure to be misleading. For example, presenting a performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business could be misleading”.

The Company could not locate Question 100.4 in the Interpretation. Our assumption is that the Staff intended this to be question 100.04 which states “A registrant presents a non-GAAP performance measure that is adjusted to accelerate revenue recognized ratably over time in accordance with GAAP as though it earned revenue when customers are billed. Can this measure be presented in documents filed or furnished with the Commission or provided elsewhere, such as on company websites?”. The answer provided in the Interpretation is “No. Non-GAAP measures that substitute individually tailored revenue recognition and measurement methods for those of GAAP could violate Rule 100(b) of Regulation G. Other measures that use individually tailored recognition

and measurement methods for financial statement line items other than revenue may also violate Rule 100(b) of Regulation G.”

Both questions refer to Rule 100(b) of Regulation G which states “A registrant, or a person acting on its behalf, shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.”

The Company believes that including these adjustments as add backs to EBITDA and income from continuing operations provides meaningful information to readers by eliminating the variability associated with changes in prices, manufacturing levels and impacts of obsolescence. The Company has used these adjustments on a consistent basis to identify to readers these significant items that, due to their variability, can create lack of comparability across periods, and with future expected operating results at reported activity levels.

*  *  *

The Company and its management understand that (i) they are responsible for the adequacy and accuracy of the disclosure in the Company’s filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings, and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (804) 822-3266 should you require further information or if you have any questions.

Very truly yours,

/s/ Dennis M. Loughran

Dennis M. Loughran

cc:

 Mr. Craig C. Bram

Mr. Daniel J. Scarvey, KPMG

Mr. Robert A. Peay, Esq.

Mr. Richard D. Sieradzki

CORRESP
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		Document

December 21, 2017

By EDGAR

John Cash

Accounting Branch Chief

Office of Manufacturing and Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-4561

Re:    File No. 0-19687

Dear Mr. Cash:

In response to the letter from the Securities and Exchange Commission (the “Commission”) dated December 19, 2017, this letter confirms the Commission’s agreement, via telephone call from Jeanne Baker, Assistant Chief Accountant, to extend Synalloy Corporation’s response date to January 15, 2018.  We very much appreciate the Commission’s accommodation in this regard and look forward to providing our full response on or before January 15, 2018.

Please contact me at (804) 822-3266 should you require further information or if you have any questions.

Very truly yours,

/s/ Dennis M. Loughran

Dennis M. Loughran

cc:

 Mr. Craig C. Bram

 Scott H. Richter, Esq.

Mail Stop 4631

December 19 , 2017

Via E -mail
Mr. Dennis M. Loughran
Senior Vice President and Chief Financial Officer
Synalloy Corporation
4510 Cox Road, Suite 201
Richmond, VA  23060

RE: Synalloy Corporation
Form 10 -K for the Year Ended December 31, 2016
Filed March 14, 2017
Definitive Proxy Statement on Schedule 14A
  Filed April 4, 2017
  Item 2.02 Form 8 -K
  Filed November 7, 20 17
  File No. 0 -19687

Dear Mr. Loughran :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requeste d
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Year Ended December 31, 2016

Item 1A. Risk Factors,

Significant Changes in nickel prices…, page 8

1. You indicate that you began hedging your nickel exposure in 2016.  Please address the
need to provid e disclosure regarding the nature of your hedging program, the quantitative
and qualitative disclosures about market risk required by Item 305 of Regulation S -K as
well as any related financial statement disclosures.

Mr. Dennis M. Loughran
Synalloy Corporation
December 19 , 2017
Page 2

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18

Liquidity and Capital Resources, page 19

2. Your disclosure states that net income from continuing operations generated $2.0 million
in cash flows for 2016 after  adding back depreciation and amortization expense of $6.7
million and the loss on the sale of property, plant and equipment resulting from the sale -
leaseback of $2.4 million.  In future filings, please clearly disclose the amount of net
(loss) income from  continuing operations as presented on the face of the income
statement and calculated pursuant to U.S. GAAP before discussing any adjusted amounts.
In this case, you would disclose that you actually had a net loss from continuing
operations of $7.0 milli on and that adding back depreciation and amortization expense of
$6.7 million and the loss on the sale of property, plant and equipment resulting from the
sale-leaseback of $2.4 million resulted in net income from continuing operations
generating $2.0 mill ion in cash flows.

Results of Operations

Comparison of 2016 to 2015 – Metals Market, page 23

3. You indicate that the Company experienced “inventory margin compression” of
approximately $5,751,000 during 2016.  Please revise your disclosure to clarify what  this
means.  Please ensure you discuss this disclosure in light of your discussion of Inventory
Adjustments and Reserves on page 18 whereby you indicate that a $43,000 lower of cost
or market adjustment was required at December 2016 for reductions in the nickel
surcharge.

Defini tive Proxy Statement filed April  4, 2017

Section III:  Performance Targets and Results for 2016, Short -Term Cash Incentive, page 19

4. We note the disclosure on page 14 that 2016 adjusted EBITDA for the company as a
whole was  $5.5 million.  In future filings, please also disclose the actual adjusted
EBITDA data for the metals segment and the chemicals segment.

Form 8 -K Filed November 7, 2017

5. Your presentations EBITDA after inventory price changes, EBITDA and Consolidated
Adjusted  net income include adjustments related to (i) inventory price change (gain) loss,
(ii) inventory cost adjustment, (iii) aged inventory adjustment and (iv) manufacturing
variances.  Please better explain each adjustment and how such adjustment was
calculat ed.  Please also address the appropriateness of each of these adjustments in light

Mr. Dennis M. Loughran
Synalloy Corporation
December 19 , 2017
Page 3

 of the guidance provided in Questions 100.01 and 100.4 of the updated Non -GAAP
Compliance and Disclosure Interpretations issued on May 17, 2016.

We remind you that the com pany  and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

You may contact Jeffrey Gordon, Staff Accountant  at (202) 551 -3866 or Jeanne Baker,
Assistant Chief Accountant  at (202) 551 -3691 if you have questions regarding comments on the
financial statements and related matters.  Please contact Edward M. Kelly, Senior Counsel, at
(202) 551 -3728 or Asia Timmons -Pierce, Special Counsel, at (20 2) 551 -3754  with any other
questions.

 Sincerely,

 /s/ John Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
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Correspondence

 SYNALLOY CORPORATION

775 Spartan Boulevard, Suite 102

Spartanburg, South Carolina 29304

January 29, 2016

 BY EDGAR

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549-4631

 Attention: Mr. Jay
Ingram

Re:

Synalloy Corporation

Registration Statement on Form S-3

File No. 333-204850

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, Synalloy Corporation, a Delaware corporation (the “Company”), hereby requests
acceleration of the effective date of its Registration Statement on Form S-3, as amended (File No. 333-204850), to 11:00 a.m., Eastern Time, on February 3, 2016, or as soon thereafter as practicable.

In addition, we hereby acknowledge that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please call Scott Richter of LeClairRyan at (804) 343-4079 if you have any questions.

Very truly yours,

 Synalloy Corporation

 By:

 /s/ Craig C. Bram

Craig C. Bram

President and Chief Executive Officer

cc:    Scott H. Richter, Esq.

January 28, 2016
Mail Stop 4631

Via E -Mail
Craig C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd., Suite 102
P.O. Box 5627
Spartanburg, South Carolina 29304

Re: Synalloy Corporation
  Form 10 -K for Fiscal Year Ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687
Form 10 -Q for Fiscal Quarter Ended April 4, 2015
  Filed May 11, 2015
  Form 10 -Q for Fiscal Quarter Ended July 4, 2015
  Filed August 11, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended October 3, 2015
  Filed November 12, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have com pleted our review of your filing s.  We remind you that our comments or
changes to di sclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and Construction
cc: Scott H. Richter
 LeClairRyan

December 17 , 2015
Mail Stop 4631

Via E -Mail
Craig C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd., Suite 102
P.O. Box 5627
Spartanburg, S C 29304

Re: Synalloy Corporation
Amendment No. 1 to Registration Statement on Form S-3
Filed August 19, 2015
  File No. 333 -204850
  Form 10 -K for Fiscal Year Ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended July 4, 2015
  Filed August 11, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended October 3, 2015
  Filed November 12, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed the above -captioned filings and your letter of correspondence dated
December 10 , 2015  and have the following comment .

Synalloy Corporation Form 10 -K for Fiscal Year Ended  January 3, 2015

Note 13: Industry Segments, page 46

1. Based on  your response  to comment 2 in our letter dated October 8, 2015 , as well as the
information you provided in our telephone conversation on November 6, 2015, it does
not appear that the products offered by Palmer are similar to the produc ts offered by
BRISMET and Specialty.  As such, please expand your disclosures to provide the
required disclosures under ASC 280 -10-50-40.

Craig C. Bram
Synalloy Corporation
December 17 , 2015
Page 2

 You may contact  Ameen Hamady  (Staff Accountant) at 202-551-3891 or Jeanne Baker
(Staff Accountant ) at 202-551-3691 if you have questions regarding comments on the financial
statements and related matters.  Please contact Frank Pigott (Staff Attorney) at 202-551-3570 or
me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of  Manufacturing and
Construction

cc:
Scott H. Richter
 LeClairRyan

CORRESP
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Correspondence

 December 10, 2015

By EDGAR

 Jay Ingram

Legal Branch Chief

 Office of Manufacturing and Construction

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

Re:
Synalloy Corporation

Registration Statement on Form S-3

Filed June 10, 2015

File No. 333-204850

Form 10-K for Fiscal Year Ended January 3, 2015

Filed March 17, 2015

File No. 000-19687

Form 10-Q for Fiscal Quarter Ended July 4, 2015

Filed August 11, 2015

File No. 000-19687

 Dear Mr. Ingram:

In further response to comment no. 2 of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated October 8, 2015 and comment no. 1 of the Staff set forth in your letter dated August 28, 2015 with regard to the above-referenced Registration Statement on Form S-3 and the
above-referenced Form 10-K (“Form 10-K”) and Form 10-Q of Synalloy Corporation (the “Company” or “Synalloy”), we submit on behalf of the Company the following responses as supplements to the Company’s response
letters dated October 23, 2015 and September 25, 2015.

 E-mail: scott.richter@leclairryan.com

 Direct
Phone: 804.343.4079

 Direct Fax: 804.783.7621

 919 East Main Street, 24th Floor

Richmond, Virginia 23219

 Phone:
804.783.2003 \ Fax: 804.783.2294

 CALIFORNIA \ COLORADO \ CONNECTICUT \ DELAWARE \ GEORGIA \ MARYLAND \ MASSACHUSETTS

MICHIGAN \ NEVADA \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ TEXAS \ VIRGINIA \ WASHINGTON, DC

ATTORNEYS AT LAW \ WWW.LECLAIRRYAN.COM

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 December 10, 2015

 Page
 2

 Comment No. 2, Commission Letter dated October 8, 2015

Synalloy Corporation Form 10-K for Fiscal Year Ended January 3, 2015

Note 13: Industry Segments, page 46

Supplemental Response: In connection with responding to the Staff’s questions regarding industry segments in our response letters
dated October 23, 2015 and September 25, 2015 and our telephone conversation with the Staff on November 6, 2015, the Company has further assessed its determination of operating and reportable segments and concluded that the
presentation of two reportable segments (Metals and Specialty Chemicals) is more accurately supported by our revised conclusion that the Company is comprised of only two operating segments (Metals and Specialty Chemicals).

As the Company functions, the two historical reporting and operating segments are comprised of three components in the Metals
reportable/operating segment (i.e. Bristol Metals, LLC (“BRISMET”), Palmer of Texas Tanks, Inc. (“Palmer”), and Specialty Pipe and Tube, Inc. (“SPT”)) and two components in the Specialty Chemicals reportable/operating
segment (i.e. CRI Tolling, LLC (“CRI”) and Manufacturers Chemicals, LLC (“MC”)). Upon further review, we have concluded that our organizational and management structure has evolved through the addition of a president for each of
the Metals and Specialty Chemicals segments (each a “President” and collectively the “Presidents”). The activities of the Company’s chief operating decision maker (the “CODM” or “CEO”) and those of the
segment Presidents in assessing the operating performance and making decisions about resource allocations to and within our Metals and Specialty Chemicals segments leads us to conclude that the President of Metals and the President of Specialty
Chemicals are segment managers that report directly to the CODM. We believe that this designation is supported by the definitions and guidance set forth in Accounting Standard Codification 350, in support of maintaining a position that we have two
reportable/operating segments.

 This assessment has involved a more thorough consideration by management of how financial information is
utilized and decisions are made within the organization. Included below is an outline of the respective responsibilities of the Company’s CEO and the segment Presidents.

The CEO relationship with the segment Presidents is defined by the following:

•

The Metals and Specialty Chemicals Presidents are solely responsible for the performance of their respective segment:

•

Each President develops his annual operating plans, sales plans, capital budgets, etc. and presents them to the CEO and chief financial officer for approval.

•

Each President is responsible for all personnel decisions – raises, allocation of the bonus pool, headcount reductions when necessary, union negotiations where applicable, and reporting structure of his segment.

•

Each President is present at every Board of Directors meeting of the Company and provides the Board with a report on his segment.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 December 10, 2015

 Page
 3

•

The Presidents are responsible for developing action plans and making decisions to respond to economic and commercial events that might otherwise cause performance to deviate from such plans.

•

The Presidents make all operating decisions at the facility and product line levels.

•

The Presidents have annual incentive compensation based solely on the financial performance and goals attained by their respective segments, not the consolidated Company.

•

The CEO has monthly meetings with each segment President and his senior staff to discuss the performance of the segment and its component units. To assist with this effort, the CEO does have access to business unit
data, but is ultimately focused on the overall segment performance. If the segment is underperforming, the CEO will want to know where in the segment the problems exist and how the segment leadership is addressing the issues.

•

The CEO allocates capital between the two segments based on the projected return on investment and the priorities determined by the segment Presidents.

•

The CEO and segment Presidents work continuously throughout the year to determine the key initiatives for each segment, with the Presidents having the final say in priorities and operational responsibility to carry out
those initiatives.

•

The CEO leads the Company’s strategic acquisition process, with the segment Presidents responsible for the ultimate selection of target acquisitions to be added to either of the two segments. Each segment President
has veto power over any transaction considered for his segment.

 Comment No. 1, Commission Letter dated August 28, 2015

 Synalloy Corporation Form 10-K for Fiscal Year Ended January 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 18

Goodwill, page 19

 Supplemental
Response: Having provided a conclusive response to the Staff’s questions regarding the level of goodwill assessment in our response letter dated September 25, 2015, the Company would like to clarify that the level at which goodwill
impairment testing is performed was subjected to further review in conjunction with our operating segment definition described

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 December 10, 2015

 Page
 4

above. The Company will perform its annual impairment tests at the reporting unit level in the Metals reporting/operating segment (BRISMET, Palmer and SPT). The Company will perform its annual
impairment tests in the Specialty Chemicals reporting/operating segment on a combined basis for CRI and MC because we have concluded that CRI and MC are economically similar to be combined as one reporting unit.

* * *

 Please contact me at
(804) 343-4079 or John C. Selbach at (804) 343-4388 should you require further information or if you have any questions.

Very truly yours,

/s/ Scott H. Richter

Scott H. Richter

cc:
Mr. Frank Pigott

Mr. Ameen Hamady

Mr. Craig C. Bram

John C. Selbach, Esq.

CORRESP
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CORRESP

 October 23, 2015

By EDGAR

 Jay Ingram

Legal Branch Chief

 Office of Manufacturing and Construction

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

Re:
Synalloy Corporation

Registration Statement on Form S-3

Filed June 10, 2015

File No. 333-204850

Form 10-K for Fiscal Year Ended January 3, 2015

Filed March 17, 2015

File No. 000-19687

Form 10-Q for Fiscal Quarter Ended July 4, 2015

Filed August 11, 2015

File No. 000-19687

 Dear Mr. Ingram:

In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set
forth in your letter dated October 8, 2015 with regard to the above-referenced Registration Statement on Form S-3 and the above-referenced Form 10-K (“Form 10-K”) and Form 10-Q of Synalloy Corporation (the “Company” or
“Synalloy”), we submit on behalf of the Company the following supplemental responses.

 Synalloy Corporation Form 10-K for Fiscal Year
Ended January 3, 2015

 Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition

 E-mail: scott.richter@leclairryan.com

Direct Phone: 804.343.4079

Direct Fax: 804.783.7621

 919 East Main Street, 24th Floor

Richmond, Virginia 23219

 Phone:
804.783.2003 \ Fax: 804.783.2294

 CALIFORNIA \ COLORADO \ CONNECTICUT \ DELAWARE \ GEORGIA \ MARYLAND \ MASSACHUSETTS

MICHIGAN \ NEVADA \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ TEXAS \ VIRGINIA \ WASHINGTON, DC

ATTORNEYS AT LAW \ WWW.LECLAIRRYAN.COM

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 October 23, 2015

 Page 2

1.
We note that your response to comment 3 in our letter dated August 28, 2015 appears to provide a different assessment of general inventory risk from the information you provided in response to comment 10 in our
letter dated July 6, 2015. We therefore request that you clarify whether or not you have unmitigated general inventory risk per ASC 605-45-5 for the toll customers who provide you with raw materials. In that regard, please tell us whether you
take legal title to the raw materials received from your toll customer. If you do not take title to the raw materials, we have the following additional comments:

•

Please define what constitutes a “toll manufactured” and “contract manufactured” product as referenced in your response to us. In that regard, please tell us whether your definition of a
“toll manufactured” product is limited to customers that provide the Company with raw materials or whether your definition is broader.

•

Please quantify the amount of revenues generated and costs incurred in your CRI Tolling and Manufacturers Chemical operating segments for the customers who provided you with raw materials for each period
presented.

•

Please reassess your consideration under Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose revenue and costs of sales for services in your consolidated statement of operations.

 Response: In response to the request for clarification of general inventory risk per Accounting Standards
Codification (“ASC”) 605-45-5, please find for your consideration the following information:

•

For materials produced as either toll manufactured (customer proprietary formulations) or contract manufactured (generic or Synalloy-owned formulations), where the customer owns the raw materials, we do not take title
to those raw materials, and as such, we do not have unmitigated, general inventory risk.

•

In responding to comment 10 set forth in your letter dated July 6, 2015, as such response is set forth in our letter dated August 19, 2015, we considered factors related to whether or not the costs of those
materials should be included in grossed-up values for sales and cost of sales. In that assessment, we concluded we did not have unmitigated, general inventory risk per ASC 605-45-5. We never take title to customer provided raw materials, either
before the product is ordered by the customer or in the case of a product return. This position remains our conclusion and is the basis for our results not being grossed-up to include the value of those material costs when owned by a customer.

•

 In responding to comment 3 set forth in your letter dated August 28, 2015, as such response is set forth in our letter dated September 25,
2015, we considered factors related to whether the simple ownership of raw materials would result in a transaction being categorized as service revenue versus manufacturing revenue. In that assessment, we provided information indicating that, while
not being unmitigated, general inventory risk, we do have financial risk for inventory owned by customers while in our possession during the manufacturing process, to the extent we are responsible for delivering expected quantities of manufactured
finished

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 October 23, 2015

 Page 3

goods from the materials received. We delineated those risks in our response to the comment, as set forth in our letter dated September 25, 2015, with the following statement: “Synalloy
has full inventory risk from the time the material is received until the time we deliver fully manufactured product, such as risk of loss through extraordinary events (fire, theft, etc.) or through faulty manufacture (excess scrap, poor quality,
etc.). We are responsible to deliver finished product or need to ‘replace’ all inventory in kind or value.”

 Because
Synalloy does not take title to customer owned materials, we wish to respond to the additional bulleted comments above in order, as follows:

•

Synalloy defines toll manufacturing as developing, through our manufacturing process, an acceptable “recipe” to produce our customer’s proprietary product, which meets all chemical compound and quality
requirements. We define contract manufacturing as the manufacture of non-proprietary or Synalloy proprietary products. The only difference between the two is whether we are manufacturing a product to a customer owned specification (toll
manufactured) or not (contract manufactured). Our definition is not differentiated at all based upon whether the Company or the customer provides the raw materials. In both situations, we contractually manufacture a predefined product, subject to
identical manufacturing and quality processes, on our owned and operated equipment in our facilities.

•

In response to the Staff’s request to quantify the amount of revenues generated and costs incurred in our CRI Tolling and Manufacturers Chemicals operating segments, we are providing the Staff with the requested
information, from which data is referred to as appropriate in our discussion below, by separate correspondence and ask that such information be given confidential treatment.

The data provided confidentially is a best efforts analysis because our official books of record, account structure and costing system do not
recognize the requested segregated information for any current reporting purposes. Our CRI Tolling and Manufacturers Chemicals operating segments both operate on an actual cost system that does not apply labor and overhead to specific jobs to report
profitability. Therefore, calculating the segregated profitability figures presented is achieved through manual methods on an estimated basis. We have performed the segregated analysis at a customer total level by identifying customers who
“predominantly” either supply raw materials or do not. There may be some instances where a customer in one category conducted business with the Company where it supplied materials, but for a majority of its business with the Company, it
did not supply materials, or vice versa.

 We would like the Staff to understand that since we do not record or report any internal formal
data according to the segregated information, and because our current information system processes do not have the capability to generate on a specific tracked basis, we could not consider implementing any reporting changes without significant
modifications to our current enterprise resource planning system. As highlighted in the second sub-bullet point below, the financial impact of customer owned inventory is immaterial to our results. Accordingly, the information provided would add
nothing to our internal management of the

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 October 23, 2015

 Page 4

business, and we believe would add no material value to the understanding of the business by current shareholders, potential investors in our company and other external parties.

•

We have reassessed our consideration under Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose revenue and costs of sales in our consolidated statement of operations. Pursuant to the discussion above,
we continue to believe there is no basis for disclosing revenue and costs of sales for any portion of our Chemicals reporting segment as a service, as revenues are wholly manufacturing generated, and have no service component.

¡

Based on our discussion above, we still conclude that we “manufacture” and do not consider any of what we do a “service.” We have always maintained in our public filings that we manufacture and
produce quality finished goods. Our only references to service (as noted by the Staff in comment 10 in the July 6, 2015 letter, stating “CRI focuses on providing a consistent, reliable service that produces quality finished
goods…”) would be in the vein of generally providing good, value-added services to all customers in the form of high quality manufactured products and reliable delivery. We do not differentiate what our Chemicals reporting segment
manufactures based solely on who owns the raw materials.

¡

Further, based on our analysis developed for this response, even if there is some concern regarding our conclusion, our data indicates that the total dollar sales of product for customers that provide their raw material
is significantly less than 10% of consolidated sales (approximately 3.2%, 1.6% and 1.2% for 2015 Projected, 2014 and 2013, respectively). As such, we could elect to combine the subcategory, as allowed under Rule 5-03(b) of Regulations S-X,
which states: “each class which is not more than 10 percent of the sum of the items may be combined with another class.”

Note 13: Industry Segments, page 46

2.
We note your response to comment 5 in our letter dated August 28, 2015. In order for us to better understand the Company’s position for aggregating your operating segments into two reportable segments, we
have the following additional comments:

•

While we note that gross margins for your BRISMET and Palmer operating segments were similar at approximately 16% for 2014, please tell us the basis for your representations that in your Metals reportable segment you
“would expect long-term margins to retain equivalency with segment average under normal circumstances.” In that regard we note your reason for the expected and actual year to date divergence in fiscal year 2015 is based on Palmer’s
reliance on the oil and gas markets. In providing your response, please tell us why you believe that divergence may be limited to just 2015 given that Palmer seems to primarily serve the oil and gas industry and presumably would continue to do so
whereas BRISMET and Specialty’s (SPT) customer base is more diverse.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 October 23, 2015

 Page 5

•

In performing your qualitative analysis under ASC 280-10-50-11 which resulted in you concluding that Palmer is appropriately aggregated in the Metals reportable segment, please tell us how you considered the
following:

a.
Palmer is impacted by seasonality while BRISMET and SPT don’t appear to be as noted on page 6 of your Form 10-K.

b.
The customer base is more diverse for BRISMET and SPT with Palmer serving predominantly the Oil and Gas markets.

c.
Sales and distribution for BRISMET and SPT is conducted mainly through distributors. Palmer’s sales channels appear to be based exclusively on inside sales professionals who manage relationships directly with
end customers.

d.
The products offered by Palmer appear to also include made to order fiber glass tanks in addition to steel tanks whereas the products offered by BRISMET and SPT are focused on steel and carbon steel pipes.

•

With reference to your response to comment 6 in our letter dated August 28, 2015, please expand on why you believe that the products offered by Palmer are considered “similar” enough to the products
offered by your remaining operating segments within your Metals reportable segments given the above noted differences. See ASC 280-10-50-40.

Response: In order of the bulleted items set forth in the comment, please find below our response:

•

Regarding the Palmer of Texas Tanks, Inc. (“Palmer”) divergence and the oil and gas market, we note that West Texas Intermediate (“WTI”) prices have been under pressure since the end of 2014, falling
over 50% and averaging just under $50 per barrel through the first nine months of 2015. The price is currently just over $45 per barrel. Rig counts are down in excess of 50% as well. Palmer currently has a higher level of exposure to the
energy sector (oil and gas) than other operating units in the Metals reporting segment, so its profitability has been impacted to a higher extent.1 However, with the low cost metrics of
Permian basin wells (largest shale basin for oil production in the United States), our customers indicate that $60-65 WTI prices produce profit levels that will return their drilling activity to more normalized levels. Oil prices do not have to
return to $100 per barrel for Palmer gross margins to return to 16%. In addition, as part of our strategic positioning for Palmer, we are using our industry and market links through Bristol Metals, LLC (“BRISMET”) and Specialty
Pipe & Tube, Inc. (“SPT”) as well as developing business in new end markets (chemical, municipal water, and zoological) that will help to diversify away from the energy

1
Depressed oil prices have not affected Palmer exclusively within the Company’s Metals segment. BRISMET (40% share) and SPT (37% share) also have significant energy sector (oil and gas) exposure.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 October 23, 2015

 Page 6

sector, allowing for more consistency in gross margins when the energy sector is under pressure. For these reasons, we believe on a long-term basis, Palmer’s margins will retain equivalency
with the Metals reporting segment’s average under normal circumstances.

•

As part of performing our qualitative analysis under ASC 280-10-50-11, which resulted in our conclusion that Palmer is appropriately aggregated in the Metals reporting segment, we believe the following factors continue
to support that conclusion:

a.
Seasonality, in and by itself, is not sufficiently material to preclude the relevance of the Palmer operating unit from being aggregated in the Metals reporting segment. As noted in Part I, Item 1 of the 10-K, both
Palmer and SPT confront seasonal impact. And, while not mentioned specifically in our reports filed with the Commission, BRISMET’s exposure to the energy sector, although not as location specific as Palmer and SPT, does result in seasonal
impacts related to shipments into that sector. The seasonality impact on BRISMET, however, is somewhat ameliorated due to its larger exposure to other less seasonal markets. Our assessment centers on the reality that seasonality is only one factor
causing swings in volumes between quarters. Among all units, customer project activity is a consistent, more significant factor in quarterly volume swings for BRISMET, SPT and Palmer. As with any business, the timing of customer activity is uneven,
and presents the most significant volatility factor for our units in the Metals reporting segment. And, as the table

October 8, 2015
Mail Stop 4631

Via E -Mail
Craig C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd., Suite 102
P.O. Box 5627
Spartanburg, South Carolina 29304

Re: Synalloy Corporation
Registration Statement on Form S-3
Filed June 10, 2015
  File No. 333 -204850
  Form 10 -K for Fiscal Year Ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended July 4, 2015
  Filed August 11, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed the above -captioned filings and your letter of correspondence dated
September 25 , 2015  and have the following comments .

Synalloy Corporation Form 10 -K for Fiscal Year Ended  January 3, 2015

Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition

1. We note that your response to comment 3 in our letter dated August 28, 2015  appears to
provide a differ ent assessment of general inventory risk from the information you
provided in response to comment 10 in our letter dated July 6, 2015.  We therefore
request that you clarify whether or not you have  unmitigated general inventory risk per
ASC 605 -45-5 for th e toll customers who provide you with raw materials .  In that regard,
please tell us whether you take legal title to the raw materials received from your toll
customer.  If you do not take title to the raw materials, we have the following additional
comments :

 Please define what constitutes a “toll manufactured” and “contract manufactured”
product as referenced in your response to us.  In that regard, please tell us whether your

Craig C. Bram
Synalloy Corporation
October 8 , 2015
Page 2

 definition of a “toll manufactured” product is limited to customers that provide the
Company with raw materials or whether your definition is broader.
 Please quantify the amount of revenues generated and costs incurred in your CRI Tolling
and Manufacturers Chemical operating segments for the customers who provided you
with raw materials for each period presented.
 Please reassess your consideration under  Rule 5 -03(b)(1) and (2) of Regulation S -X to
separately disclose revenue and costs of sales for services in your consolidated statement
of operations.

Note 13: Industry Segments , page 4 6

2. We note your response to comment 5 in our letter dated August 28, 2015.  In order for us
to better understand the Company’s position for aggregating your operating segments
into two reportable segments, we have the following additional comments:

 While we note that gross margins for your BRISMET and Palmer operating segm ents
were similar at approximately 16% for 2014, please tell us the basis for your
representations that in your Metals reportable segment you “would expect long -term
margins to retain equivalency with segment average under normal circumstances.”   In
that r egard we note your reason for the expected and actual year to date divergence in
fiscal year 2015 is based on Palmer’s reliance on the oil and gas markets.  In providing
your response, please tell us why you believe that divergence may be limited to just 2 015
given that Palmer seems to primarily serve the oil and gas industry and presumably
would continue to do so whereas BRISMET and Specialty’s customer base is more
diverse.

 In performing your qualitative analysis under ASC 280 -10-50-11 which resulted in you
concluding that Palmer is appropriately aggregated in the Metals reportable segment,
please tell us how you considered the following:

a. Palmer is impacted by seasonality while BRISMET and Specialty don’t
appear to be as noted on page 6 of your Form 10 -K.
b. The customer base is more diverse for BRISMET and Specialty with Palmer
serving predominantly the Oil and Gas markets.
c. Sales and distribution for BRISMET and Specialty is conducted mainly
through distributors. Palmer’s sales channels appear to be based exclusively
on inside sales professionals who manage relationships directly with end
customers.
d. The products offered by P almer appear to also include made to order fiber
glass tanks in addition to steel tanks whereas the products offered by
BRISMET and Specialty are focused on steel and carbon steel pipes.

 With reference to your response to comment 6 in our letter dated August 28, 2015, p lease
expand on why you believe that the products offered by Palmer are considered “similar”

Craig C. Bram
Synalloy Corporation
October 8 , 2015
Page 3

 enough to  the products offered by  your remaining operating segments with in your Metals
reportable segment s given the above noted differences.  See ASC 280 -10-50-40.

You may contact  Ameen Hamady  at 202-551-3891 or Jeanne Baker at 202-551-3691 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Frank Pigott at 202-551-3570 or me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E -Mail
 Scott H. Richter
 LeClairRyan

CORRESP
1
filename1.htm

SEC Response Letter

 September 25, 2015

By EDGAR

 Jay Ingram

Legal Branch Chief

 Office of Manufacturing and Construction

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-4561

Re:
Synalloy Corporation

 Amendment No. 1 to Registration Statement on Form S-3

 Filed August 19, 2015

File No. 333-204850

Form 10-K for Fiscal Year Ended January 3, 2015

Filed March 17, 2015

File No. 000-19687

Form 10-Q for Fiscal Quarter Ended July 4, 2015

Filed August 11, 2015

File No. 000-19687

 Dear Mr. Ingram:

 In response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter dated August 28, 2015 with regard to the above-referenced Amendment No. 1 to Registration Statement on Form S-3 and the above-referenced Form 10-K (“Form 10-K”) and Form 10-Q (“Form 10-Q”) of
Synalloy Corporation (the “Company” or “Synalloy”), we submit on behalf of the Company the following supplemental responses.

Synalloy Corporation Form 10-K for Fiscal Year Ended January 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 18

 E-mail: scott.richter@leclairryan.com

Direct Phone: 804.343.4079

Direct Fax: 804.783.7621

 919 East Main Street, 24th Floor

Richmond, Virginia 23219

 Phone:
804.783.2003 \ Fax: 804.783.2294

 CALIFORNIA \ COLORADO \ CONNECTICUT \ GEORGIA \ MARYLAND \ MASSACHUSETTS \ MICHIGAN

NEVADA \ NEW JERSEY \ NEW YORK \ PENNSYLVANIA \ TEXAS \ VIRGINIA \ WASHINGTON, DC

ATTORNEYS AT LAW \ WWW.LECLAIRRYAN.COM

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 2

 Goodwill, page 19

1.
We note your response to comment 5 in our letter dated July 6, 2015 that you have two reporting units which are comprised of your two reportable segments “Metals” and “Specialty Chemicals”.
We further note that from your response to comment 14 that you have 5 operating segments of which BRISMET, Palmer and Specialty Pipe & Tube are aggregated into the Metals reportable segment and CRI Tolling and Manufacturers Chemicals are
aggregated into the Specialty Chemicals reportable segment. ASC 350 defines a reporting unit as an operating segment or one level below an operating segment and allows for aggregation at the component level below an operating segment to the extent
similar. As such, an operating segment is the highest level within an entity that can be a reporting unit. Please identify for us your reporting units in accordance with this definition as well as the guidance set forth in ASC 350-30-33. Please
perform your goodwill impairment analysis based on your appropriately identified reporting units. Please tell us the amount of headroom between the fair value and the carrying value for each newly identified reporting unit.

Response: In response to the Staff’s comment, while we referenced operating segments in our initial response, we would like to
clarify that the Company had historically concluded that it has two reportable segments, which were also concluded to be operating segments and the appropriate level at which to perform its goodwill impairment testing. Comprising the Company’s
historical reporting and operating segments are three components in the Metals reportable segment (i.e. Bristol Metals, LLC, “BRISMET”, Palmer of Texas Tanks, Inc., “Palmer” and Specialty Pipe and Tube, Inc. “SPT”) and
two components in the Specialty Chemicals reportable segment (i.e. CRI Tolling, LLC, “CRI” and Manufacturers Chemicals, LLC, “MC”). This conclusion was based on the fact that the chief operating decision maker (the
“CODM”) of the Company assesses operating performance and makes decisions about resource allocation at those levels rather than at the component level. As a result of our reconsideration of the definitions and guidance set forth in
Accounting Standard Codification (“ASC”) 350, and further consideration by management of the information available to the CODM, we have concluded that we will redefine the historical components within our two reportable segments as
operating segments for purposes of our goodwill impairment testing.

 In light of this conclusion, we have further considered the potential
for impairment if the goodwill impairment analysis were to have been conducted at the operating segment level. In doing so, we considered the following:

•

the Company has three operating segments with goodwill specifically identifiable to their respective balance sheets as a result of the Company’s acquisitions, with Palmer having the largest balance of goodwill at
$15.9 million, followed by MC with $1.4 million, and SPT with $1.3 million;

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 3

•

Goodwill associated with Palmer represents 86% of the Company’s total goodwill balance. Given the significance of the Palmer component’s goodwill balance as of the date of our 2014 annual impairment
assessment, we performed a step one analysis including use of a third party valuation firm to assist with the determination of the newly defined operating segment’s fair value based on annual assessments performed for 2014 and 2013, the full
years Palmer has been owned by Synalloy. As a result of this analysis, headroom equaling approximately $8.0 million (or 24%) and $13.4 million (or 40%) in excess of net book value was present as of the respective assessment dates for those two
years;

•

MC represents an insignificant balance of goodwill and generates over $6 million of cash flow annually. As such, we did not perform a component level unaudited assessment at this time; and

•

SPT was acquired in November 2014 from a third party, which represents a recent acquisition date, and a date after the annual impairment assessment date for 2014. The goodwill associated with SPT will be included in the
Company’s annual impairment assessment as of September 26, 2015.

 Based on these facts and circumstances, goodwill
impairment would not have been indicated, even when measured at the new operating segment designations. We will conduct our goodwill impairment testing based on the updated operating segment designations prospectively and modify our disclosures
accordingly.

 Results of Operations, pages 21-25

2.
We note your response to comment 7 in our letter dated July 6, 2015 as well as your response to comment 14, which indicates that your business units are operating segments. Please tell us what consideration was
given to discussing U.S. GAAP results and measures related to your operating segments to the extent those operations are material and impact significant trends of your reportable segments. With reference to Section I.B and III.B.1 of SEC Release
33-8350, please tell us what consideration you gave to presenting this information in MD&A.

 Response: In
response to the Staff’s comment, our intention has been to provide information in our financial statements and reports filed with the Commission sufficient for readers to understand material impacts of the operating segments that are considered
important to the CODM within the context of our historical management’s discussion and analysis (“MD&A”). Examples of such disclosures are:

•

Storage tank sales decreased 40% and 29% for the second quarter and first six months of 2015, respectively, when compared to the same periods of the prior year. The decrease in storage tank sales for the second quarter
and first six months of 2015 when compared to the same periods of 2014 resulted from a fire occurring at the storage tank facility in late April 2015 combined with a decrease in demand for products due to lower oil prices in 2015. (Refer to Palmer
discussion included in the Second Quarter 2015 Form 10-Q MD&A)

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 4

•

Incremental sales of pipe and tube products attributable to the Company’s November 21, 2014 acquisition of SPT, accounted for sales of $4,385,000 and $10,646,000 in the three and six month sales results for
2015, respectively. (Refer to SPT discussion included in the Second Quarter 2015 Form 10-Q MD&A)

•

As a result of a continued drop in nickel prices during 2015, the Company experienced inventory losses of approximately $2,322,000 and $3,117,000 for the second quarter and first six months of 2015, respectively,
compared to inventory losses of approximately $60,000 and $697,000, respectively, for the same periods of 2014. (Refer to BRISMET discussion included in the Second Quarter 2015 Form 10-Q MD&A)

•

Sales and operating income for 2013 were significantly affected by the low margin Bechtel nuclear project, which was completed in 2013. The facility successfully converted that effort to higher margin products in 2014.
(Refer to BRISMET discussion included in the 2014 Form 10-K MD&A)

•

A shortfall in storage tank sales in 2014, mainly in the fourth quarter, due to severe winter weather in West Texas which prevented the delivery and installation of several tank batteries. Also, there were fewer salt
water disposal projects for our storage tank facility in 2014. (Refer to Palmer discussion included in the 2014 Form 10-K MD&A)

Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition

3.
We note from your response to comment 10 in our letter dated July 6, 2015 that CRI has two types of customers, those that provide the raw material to CRI for processing and those that CRI purchases the raw
materials on the customer’s behalf. We therefore have the following additional comments regarding your accounting and presentation of CRI Tolling’s services:

•

Tell us how you evaluated the criteria under ASC 605-45 for transactions with the customers that do not provide raw materials to the company. In your response please highlight key terms of your typical
arrangements you considered (for e.g. who bears inventory risk and the pricing).

•

Please clarify, if true, that you have identified revenues generated from activities with customers that provided you with raw material as service revenues. If not, please provide support for your conclusion
that these revenues are generated from product sales in light of the fact that (i) your only obligation is to perform various operations to the customer-provided materials in order to create a pre-defined chemical compound, (ii) you have
no inventory risk, (iii) the tolling price is established and accepted by the customer prior to submitting an order, and (iv) you are not involved in establishing the pricing for the customer furnished inventory.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 5

•

Please quantify the amount of revenue that CRI Tolling has recorded for each set of customers for the three years presented. Furthermore, your response to our comment number 14 indicates that your
Manufacturers Chemical operating segment also provides similar services to CRI. Please quantify those service revenues as well.

•

Please reassess the guidance under Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose revenue and costs of sales for services in your consolidated statement of operations.

 Response: Both facilities which make up our Specialty Chemicals segment have as their core business philosophy
to be an extension of other chemical manufacturers providing timely, high quality production of the customers’ products. Synalloy does not provide a service. We provide a pre-defined product at an agreed upon price to our customer. Synalloy
defines toll manufacturing as developing an acceptable “recipe” to produce our customer’s proprietary product, which meets all chemical compound and quality requirements. The recipe details the necessary manufacturing process, i.e.
which raw materials are needed, the quantity of each material, which chemical process is to be applied to the material, i.e., mix, react, grind, etc., the temperature that the vessel needs to obtain and the length of time that the material is in the
vessel. The manufacture of non-proprietary or Synalloy proprietary products is defined as contract manufacturing.

 In response to the
first bullet point above, regarding considerations under ASC 605-45, the Company does not supply any form of separate product and service components and we treat all revenue transactions similarly. Manufactured product is billed at the contracted
price, which in a majority of cases includes a component for the cost of materials, but in some cases does not. We do not believe that costs incurred by the customer in those cases where they chose to purchase raw materials should be reflected in
our income statement. While, as described below, from a transaction standpoint, we do have ultimate responsibility for the materials in our possession during manufacture, the cost of those materials never become part of our cost structure under
normal circumstances.

 In response to the second bullet point above, the Company does not believe that it provides only a service when the
customer provides the raw materials due to the following factors, among others:

•

All obligations and procedures are the exact same regardless of who purchases the raw materials. We manufacture to “specification”, whether it is a generic industry specification, a proprietary
specification owned by Synalloy, or a proprietary specification owned by a customer. All of our contracting, bidding, manufacturing, product delivery, etc., are exactly the “same” under all manufacturing agreements.

•

Synalloy has full inventory risk from the time the material is received until the time we deliver fully manufactured product, such as risk of loss through extraordinary events (fire, theft, etc.) or through
faulty manufacture (excess scrap, poor quality, etc.). We are responsible to deliver finished product or need to “replace” all inventory in kind or value. The only difference is that the customer has taken on the “working
capital” investment of the inventory cost.

 Mr. Jay Ingram

U.S. Securities and Exchange Commission

 September 25, 2015

Page 6

•

The tolling price is established and accepted by the customer prior to submitting an order, similar to the orders priced under a full value bid for materials where we incur the cost of acquiring the materials. Customers
know the full price of delivered product prior to accepting an order.

•

Material costs are the product of market competitive dynamics, so whether the customer is providing the materials, or we are, the ultimate cost of the material is similar under both business models.

In response to the third bullet point above, statistics for the past three fiscal years for revenues within the Specialty Chemicals segment
are as follows:

•

Historically, toll manufacturing comprises a majority of Specialty Chemicals revenues (72%, 71% and 70% for 2014, 2013 and 2012, respectively), primarily due to the fact that large chemical manufacturers, with a large
portfolio of proprietary formulations, represent a significant portion of the customer population. Pursuant to the stated Company position that both toll manufactured and contract manufactured products represent similar transactions, regardless of
who provides the material, we do not classify any portion of revenue as service revenue.

•

We believe it is irrelevant to Synalloy’s operations as to who purchases the raw materials. It is always Synalloy’s preference to purchase all raw materials. This allows the Company to shop for the best price
possible and to make sure an adequate supply is on hand to support production schedules. However, in certain instances it is the customer’s preference to purchase the raw materials. Historically, that has translated into Synalloy providing the
raw materials for the majority of the Specialty Chemicals shipped pounds (70%, 76%

August 28, 2015
Mail Stop 4631

Via E -Mail
Craig C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd., Suite 102
P.O. Box 5627
Spartanburg, South Carolina 29304

Re: Synalloy Corporation
Amendment No. 1 to Registration Statement on Form S-3
Filed August 19, 2015
  File No. 333 -204850
  Form 10 -K for Fiscal Year Ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687
  Form 10 -Q for Fiscal Quarter Ended July 4, 2015
  Filed August 11, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed the above -captioned filings and your letter of correspondence dated
August 19, 2015  and have the following comments .

Synalloy Corporation Form 10 -K for Fiscal Year Ended  January 3, 2015

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 18

Goodwill , page 19

1. We note your response to co mment 5 in  our letter dated July 6, 2015 that you have two
reporting units which are comprised of your two reportable segments “Metals” and
“Specialty Chemicals”.  We further note that f rom your response to comment  14 that you
have 5 operating segments of which BRISMET, Palmer and Specialty Pipe & Tube are
aggregated into the Metals reportable segment and CRI Tolling and Manufacturer’s
Chemicals are aggregated into the Specialty Chemicals reportable segment.   ASC 350
defines a reporting unit as an operating segment or one level below an operating segment
and allows for aggregation at the component level below an operating segment to the
extent similar.  As such, a n operating segment is the highest level within an enti ty that

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 2

 can be a reporting unit.  Please identify for us your  reporting units  in accordance with this
definition as well as the guidance set forth in ASC 350 -30-33.  Please pe rform your
goodwill impairment analysis based on your appropriately identified re porting units.
Please tell us the amount of headroom between the fair value and the carrying value for
each newly identified reporting unit.

Results of Operations, pages 21 -25

2. We note your response to comment 7 in  our letter dated July 6, 2015  as well as your
response to  comment 14 , which indicates that you r business units are operating segments.
Please tell us what consideration was given to discussing U.S. GAAP results and
measures related to your operating segments to the extent those operations are material
and impact significant trends of your reportable segments.  With reference to Section I.B
and III.B.1 of SEC Release 33 -8350, please tell us what consideration you gave to
presenting this information in MD&A.

Note 1: Summary of Significant Ac counting Policies, page 32

Revenue Recognition

3. We note f rom your response to comment 10 in  our letter dated July 6, 2015 that CRI has
two types of customers, those that provide the raw material to CRI for processing and
those that CRI  purchases the raw  materials on the customer’s behalf.   We therefore have
the following additional comments regarding your accounting and presentation of CRI
Tolling’s services:

 Tell us how you evaluated the criteria under ASC 605 -45 for transactions with
the customers that do not provide raw materials to the c ompany .  In your
response please highlight key terms of your typical arrangements you
considered (for e.g. who bears inventory risk and the pricing) .
 Please clarify, if true, that you have identified revenues generated from
activities with customers that provided you with raw material as service
revenues.  If not, please provide support for your conclusion that these
revenues are generated from product sales in light of the fact that (i) your only
obligation is to perform various operations to the customer -provided materials
in order to create a pre -defined chemical compound, (ii) you have no
inventory risk, (iii) the tolling price is established and accepted by the
customer prior to submitting an order , and (iv) you are not involved in
establishing the pricing for the customer furnished inventory .

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 3

  Please quantify the amount of revenue that CRI Tolling has recorded for each
set of customers for the three years presented.  Furthermore, your response to
our comment number 14 indicates that your Manufacturers Chemical
operating segment  also provides similar services to CRI.  Please quantify
those service revenues as well.
 Please reassess the  guidance under Rule 5 -03(b)(1) and (2) of Regulation S -X
to separ ately disclose revenue and costs of sales for services in your
consolidated statement of operations.

Note 1: Summary of Significant Accounting Policies, page 32

Fair Value Disclosures, page 33

4. We note yo ur response to comment 11 in  our letter dated July  6, 2015.  Please ensure that
the disclosures you intend to provide  include the items related to the assumptions used in
determining the fair value of the contingent consideration as of the acquisition date and
the description of the facts and circumstance s that caused the probability of achieving the
targets to decline as outlined in your response.

Note 13: Industry Segments , page 4 6

5. We note your response to comment 14 in our letter dated July 6, 2015.  In order for us to
better determine the appropriateness of  aggregating your operating segments into two
reportable segments, for each operating segment please provide us with the sales, gross
profit margin, and key metrics your CODM uses and evaluates in your quantitative
analysis for each of th e last five fiscal years and interim period and each subsequent year
that you have budgeting information that supports your conclusion that the long -term
financial performance is consistent between the operating segments being
aggregated.   Please ensure th at you also show the dollar and percentage changes from
period to period in your analysis.   Please include detailed explanations for any apparent
differences in economic characteristics and trends for a given operating segment when
compared to another oper ating segment for a given period or over several periods.
Explain why each of these differences would not be considered an indication of
differences in economic characteristics between the operating segments and your basis
for concluding that each differe nce is temporary.   Please refer to ASC 280 -10-50-11,
ASC 280 -10-55-7A through 7C, and ASC 280 -10-55-33 through 36 for guidance.
Furthermore, in providing your response please also specifically provide the following:

 The basis for excluding material costs in your determination that the long -
term financial performance for CRI Tolling and Manufacturers Chemical is
the same.

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 4

  A more robust discussion of the qualitative factors under ASC 280 -10-50-11
you considered for aggregating the operating segments within t he Metals
reportable segment in light of the fact that Palmer produces storage tanks
while BRISMET and Specialty Pipe & Tube manufacture and produce
different types of pipe.
 Finally, provide the disclosures required by ASC 280 -10-50-21(a).

6. We note your r esponse to comment 15 in  our letter dated July 6, 2015.  Notwithstanding
the fact that you are aggregating your operating segments based on ASC 280 -10-50-11,
please tell us how you considered the guidance in ASC 280 -10-50-40.  In this regard, we
note for example that the Palmer business manufactures liquid storage solutions while the
BRISMET and Specialty businesses manufacture and distribute different types of pipe.

Note 16: Acquisitions , page 50

7. We note your response to comment 17 in  our letter dated J uly 6, 2015.  In order to better
understand the terms and nature of the separately negotiated arrangements and the
appropriateness of your accounting, please tell us the following:

 The key terms and conditions of the arrangements and whether they were
contingent on successful execution of one another.   In providing your
response please tell us whether you had the legal right and whether the
agreements contained provisions that allowed you to rescind either  acquisition
if it was not successf ul in finaliz ing both .
 Please expand on the nature of the $0.6 million deferred tax liability and what
it relates to.

Synalloy Corporation Form 10 -Q for Fiscal Quarter Ended  July 4, 2015

Note 9: Acquisitions , page 10

8. Your disclosures indicate that as a result of a dditional information obtained surrounding
“the proper lifespan of Specialty’s pipe” and transactions that occurred after the
acquisition date which indicated that the fair value of the inventory was undervalued, the
company changed its accounting policy f or valuing inventory.  We further note that “…as
a result of this change in estimate, approximately $486,000 was recorded in income in the
second quarter of 2015 to eliminate the amounts expensed subsequent to the acquisition
date.”  In order to better understand the c ompany’s accounting please provide the
following:

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 5

  A descriptio n of the transactions that the c ompany considered and whether
they were related to underlying commodity prices or subsequent sales of
inventory.  Tell us how the c ompany conside red the guidance in ASC 805 -10-
25-13 and ASC 805 -10-25-18 in evaluating those transactions in its
determination that the inventory adjustment is considered a measurement
period adjustment.
 A more detailed discussion related to the nature of the change in t he
accounting policy and what consideration was given for the need of a
preferability letter from your auditors.
 A detailed explanation of how the “change in estimate” led to a $486,000
increase in income in second quarter of 2015.

9. We note your disclosure  that during the second quarter of 2015, the estimates used to
value the earn -out liability did not properly reflect the impact of potential oil price
fluctuations that ultimately occurred.  We further note your statement that “Had the facts
and circumstan ces been properly reflected in the beginning valuation at the business
combination date, the value of the earn -out would have been lower than what wa s
recorded.”  As a result, the c ompany determined that since this was identified within one
year of the bus iness combination, the beginning earn -out liability was reduced by $2.4
million resulting in a decrease in goodwill by the same a mount.  Please tell us how the
company considered whether this adjustment was an error in accordance with ASC 250
given that th e information the c ompany became aware of existed as of the acquisition
date and potentially should have known about.  In that regard, we note your disclosure in
Note 8 - Fair Value on page 9 that “it was evident that an oil price fluctuation factor
should  have been applied to the projected earn -out sales levels.”  Furth ermore, please tell
us how the c ompany considered whether the  above adjustment impacted the c ompany’s
recent remediation efforts related to its internal controls around its accounting for
business combinations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

10. We note that based on your disclosure in your condensed consolidated statements of cash
flows for the six months ended July 4, 2015 , you recognized  a reduction of provision for
losses on accounts receivable for the period of $837,568.  Given that the amount
represents 34% and 14% of net income from continuing operations for the three months
and six months ended July 4, 2015 , respectively , the amount appears material to the
financial results for those periods.  As such, please tell us and expand your disclosures in
your MD&A to address the nature of the reversal, whether it was related to one customer
or multiple customers and the facts and circumstanc es that led to such reversal.  Refer to
Item 303(A)(3)(i) of Regulation S -K.

Craig C. Bram
Synalloy Corporation
August 28, 2015
Page 6

 Item 4. Controls and Procedures

11. Please amend your filings for the periods ended April 4, 2015 and July 4, 2015 to
affirmatively conclude on the effectiveness of your controls and procedures
notwithstanding th e fact that there was no business combination that occurred during the
first six months ended July 4, 2015.  Refer to Item 307 of Regulation S -K.

You may contact  Ameen Hamady  (Staff Accountant) at 202-551-3891 or Jeanne B aker
(Staff Accountant ) at 202-551-3691 if you have questions regarding comments on the financial
statements and related matters.  Please contact Frank Pigott (Staff Attorney) at 202-551-3570 or
me at 202-551-3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction
cc: Via E -Mail
 Scott H. Richter
 LeClairRyan

July 6, 2015

Via E -Mail
Craig  C. Bram
President and Chief Executive Officer
Synalloy Corporation
775 Spartan Blvd ., Suite 102
P.O. Box 5627
Spartanburg, South Carolina  29304

Re: Synalloy Corporation
Registration Statement on Form S -3
Filed June 10, 2015
  File No. 333-204850

  Form 10 -K for the fiscal year ended January 3, 2015
  Filed March 17, 2015
  File No. 000 -19687

Dear Mr. Bram :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement  filed on Form S -3 on June 10, 2015

Book -Entry Issuance, page 21

General, page 21

1. Please revise to remove to your statement on page 22 that you take no responsibility for
the accuracy of your Book -Entry Issuance section concerning the DTC as you may not

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 2

 disclaim responsibility for the accuracy of the information contained in your registration
statement.

Item 16. Exhibits, page II -2

2. Please tell us how you intend to comply with the requirement to file the statement of
eligibility and qualification for a trustee.  See Item 601(b)(25) of Regulation S -K.

3. We note that you incorporate by reference the Form 8 -K/A filed on February 2, 2015
which includes the audited financial statements of Specialty Pipe & Tube, Inc.  Please
provide a consent for the use of Dixon Hughes Goodman LLP’s report dated February 2,
2015.  Please also refer to your reliance on this report in the Experts section on page 25.

Synalloy Corporation Form 10 -K for the fiscal  year ended January 3, 2015

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations , page
18

Critical Accounting Policies and Estimates, page 18

Inventory Reserves, page 18

4. We note inventory represents 64% of your current assets and 36% of your total assets as
of January 3, 2015.  Due to the significance of your inventory, please enhance your
critical accounting policies and estimates disclosures to provide investors with a better
understanding of the factors you consider when determining your excess and
obsolescence reserves.   Your disclosure s should include a discussion of the nature of the
inventory that required reserves, the dollar value of that inventory and a discussion of the
facts and circumstances surrounding management’s determination of the amount of
reserves recorded for each perio d.  In this regard, you should address the specific facts
and circumstances that caused you to increase the reserve from $2,217,000 as of
December 28, 2013 to $4,866,000 as of January 3, 2015.   Furthermore, please disclose
how accurate your estimate/assump tion has been in the past, how much the
estimate/assumption has changed in the past, and whether the estimate/assumption is
reasonably likely to change in the future.

Goodwill , page 19

5. Please expand your disclosures to define the reporting unit level at  which you test
goodwill for impairment.   Your expanded disclosure should identify the number of
reporting un its that you have and whether any of those reporting  units  were aggregated
for purposes of testing goodwill for impairment.   Please refer to ASC 35 0-20-35 for
guidance.  Furthermore, we note that based on your latest goodwill impairment test, each
reporting unit’s fair value exceeded its carrying value.  Please tell us the amount of

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 3

 headroom between the fair value and carrying value for each reportin g unit and clarify
whether the fair value of  any particular reporting unit did not substantially exceed its
carrying amount.  To the extent that you have determined the estimated fair value
substantially exceeds the carrying value for your reporting units , please disclose this
determination.  Alternatively, if the estimated fair value for any of your reporting units is
not substantially in excess of the carrying value, please tell us and disclose the following:

 The percentage by which the fair value of th e reporting unit exceeded the carrying
value as of the most recent test;
 Discuss the degree of uncertainty associated with the key assumptions; and
 Describe the potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions used in
determining fair value.

Liquidity and Capital Resources, page 19

6. Please provide a more informative analysis and discussion of changes in operating cash
flows, including changes in working capital components, for each period presented.  In
doing so, please explain the underlying reasons for and implications of material changes
between periods to provide investors with an understanding of trends and variability in
cash flows.  Please ensure your discussion and a nalysis is not merely a recitation of
changes evident from the financial statements.   For example, while we note that on page
20 you disclose that “accounts payable favorably affected significant inventory purchases
in the fourth quarter of 2014”, you do n ot address the specific reasons for these
purchases.   Furthermore, please consider including an analysis of inventory turnover rates
for each period presented along with an explanation of any material variances.   Refer to
FRC 501.13 and 501.14 and Item 303 (a) of Regulation S -K for additional guidance.

Results of Operations, pages 21 -25

7. We note that your recent earnings release transcripts provides significant disaggregated
financial information such as sales and EBITDA results at your business unit level.   In
this regard, we remind you that the principal objective of MD&A includes providing
readers with a view of the company through the eyes of management.  With reference to
Section I.B and III.B.1 of SEC Release 33 -8350, please tell us what consideration you
gave to presenting this information in MD&A.

8. Please expand your disclosures to quantify how much of the increase or decrease in
revenue at the consolidated and segment level are due to volume of product or services
provided, and/or average price.  Please refer to Item 303(a)(3) of Regulation S -K and
Section 501.12 of the Financial Reporting Codification for guidance.

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 4

 9. Please quantify the impact of factors disclosed as materially impacting operating income
for each period presented at the consolidated l evel and the segment level.   Examples of
some of the factors disclosed without quantification include:

 The Company –wide cost cutting initiatives implemented in January 2014 had a
favorable effect on profitability for 2014 with the average cost per pound
decreasing seven percent.
 Six weeks of Specialty’s operating income were included in the fourth quarter of
2014.
 Brismet’s product mix changed significantly in 2014.  New sales pricing tools
have allowed the sales department to focus on profitable sales quo tes while
decreasing emphasis on lower margin business.

Please refer to Items 303(a)(3)(i), 303(a)(3)(iii), and 303(a)(3)(iv) of Regulation S -X and
Section 501.12.b.3 of the Financial Reporting Codification for guidance.

Note 1: Summary of Significant Accounting Policies, page 32

Revenue Recognition , page 33

10. We note your disclosure on page 5 that CRI Tolling “…continued CRI’s business as that
of a toll manufacturer that provides outside manufacturing resources to global and
regional chemical companie s.”  Furthermore, your website adds that “ CRI focuses on
providing a consistent, reliable service that produces quality finished goods….”  We have
the following comments regarding CRI Tolling ’s services:

 Tell us and revise your disclosures to clarify the nature of services CRI Tolling
provides, its related fee structures and related revenue recognition;
 Clarify whether CRI Tolling’s customers provide their own  raw materials or
semi -finished goods when they utilize CRI Tolling’s manufacturing processes;
 Tell us how you considered the guidance under ASC 605 -45 when evaluating the
arrangements that CRI Tolling enters into; and
 Tell us how you considered the guidance under Rule 5 -03(b)(1) and (2) of
Regulation S -X to separately disclose revenue and costs of sal es for services in
your consolidated statement of operations.

Fair Value Disclosures , page 33

11. We note your disclosure that the amount of the total earn -out liability to the prior owners
of Palmer was determined using management’s best estimate of Palmer’ s EBITDA for
the three -year earn out period and that following your review of the earn -out reserve
during the three months ended June 28, 2014 the Company determined that the second
year target would not be attained and resulted in the recognition of a $3, 476,197 gain.
Your disclosure also states that the Company expected that the target for the third  year

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 5

 for Palmer would be met.   However, as disclosed in your Form 10 -Q for the three months
ended April 4, 2015,  the remaining liability balance was eliminated and led to an
additional gain of $2,483,333.  In light of these significant revisions, please address the
following:

 Please tell us and provide detailed disclosure of management´s significant
assumptions used in estimating the fair value  of Palmer’s contingent
consideration, including management’s expectations for meeting the provisions of
the earn -out agreement.  You may wish to provide these disclosures  within your
discussion of your c ritical accounting policies and estimates  discussion for
business combinations; and
 For each significant revision, please revise your disclosures to identify the
specific facts and circumstances that caused the probability of achieving the
specified targets to decline.   Your disclosure should s pecifically address the
circumstances that led to Palmer’s operating results to fall below management´s
expectations as of the acquisition date.

Note 8: In come Taxes, page 4 2

12. Your narrative disclosure indicates that there is a $1.57 million valuation allowance
attributed to $46 million in state net operating loss carryforwards, however, there is no
corresponding valuation allowance reflected in the tabular presentation of the significant
components of your deferred tax assets and liabilities as of January 3, 2015.  Please
clarify whether or not your valuation allowance is included in your table as an offset and
if not, why not.  If so, please separately refl ect the valuation allowance in order to present
the total of all deferred assets. See ASC 740 -10-50-2.  Please also address this comment
as it relates to your fiscal year 2013 presentation.

13. We note that the $1.5 million increase in  unrecognized tax benefi ts related  to prior year
tax positions .  In accordance with ASC 740 -10-50-15A.b., please disclose the total
amount of unrecognized tax benefits that, if recognized, would affect the effective tax
rate.  Also, since you expect a decrease of $1.5 million for  unrecognized tax benefits over
the next twelve months, please provide the disclosures required by ASC 740 -10-50-15b.

Note 13: Industry Segments , page 4 6

14. You indicate that the Company operates in two principal industry segments: metals and
specialty che micals  and that these segments were identified based on products and
services.  In light of the information you present in your Business section as well as the
discrete financial information provided in your recent earnings calls which includes sales
and a djusted EBITDA information for your Manufacture’s chemicals, CRI tolling,
BRISMET, Palmer, and Specialty Pipe & Tube business units, please provide us with the
following additional  information to support your current segment reporting:

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 6

  Describe for us the company’s internal management reporting process, including
organization and reporting structure;
 Identify the company’s chief operating decision maker (“CODM”) and describe
the basis for this determination;
 With reference to ASC 280 -10-50-1, please tel l us the level at which your CODM
receives financial information for purposes of making decisions about the
allocation of resources and evaluating performance.  In this regard, cl arify
whether your business units  meet the definition of an operating segment ; and
 Describe for us the internal management reports, including the nature of and level
of detail of financial information, reviewed by your CODM for allocating
resources and evaluating performance within your organization.

15. With reference to ASC 280 -10-50-40, please tell us how you considered the guidance to
provide entity wide information by products and services.  In this regard, we note that the
Metals and Specialty Chemicals segments include different types of products wi thin
them.  For example, the Palmer business  manufactures liquid storage solutions while the
BRISMET and Specialty businesses manufacture and distribute different types of pipe
within the Metals segment.  Similarly, CRI Tolling is a toll manufacturer with in the
Specialty Chemicals segment.

Note 16: Acquisitions , page 50

16. Please confirm that the purchase price allocation for the acquisition of Specialty Pipe and
Tube Inc. has been finalized.   If not, please provide the disclosures required by ASC 805-
10-50-6.

17. Please provide us with additional information to support your conclusion that the
acquisition of all substantially  all of the assets of CRI and the CRI facility met the
definition of a business under ASC 805.   Please explain why the acquisition of th e CRI
assets and facilities were purchased separately. Please tell us if the equipment was located
in the facility.  Please also provide detailed support for the fair value adjustments
recognized for the building, land and equipment.

Note 17 Dispositio ns and Closures, page 55

18. Please expand your disclosures to provide additional information regarding the costs
associated with your sale of Ram -Fab and  your closure of Bristol Fab.  In this regard,
please clarify the nature of the $3 million of Bristol Fab  inventory which, according to
your Form 10 -Q for the quarter ended June 30, 2014 you disposed of.  Explain why that
inventory was not saleable.

Craig  C. Bram
Synalloy Corporation
July 6, 2015
Page 7

 Schedule II Valuation and Qualifying Accounts, page 64

19. Please disclose the activity related to your inventory  reserves.  Refer to Rule 12 -09 of
Regulation S -X.

Definitive Proxy Statement on Schedule 14A

20. Please explain why you have not provided disclosure consistent with the requirements of
Item 402(d)(2)(iii) of Regulation S -K with respect to the short -term cash incentive
compensation payable under the 2014 Incentive Plan.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act o f 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwit hstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff

CORRESP
1
filename1.htm

Correspondence

 SYNALLOY CORPORATION

775 Spartan Boulevard, Suite 102

 Spartanburg, South Carolina 29304

 January 2, 2013

BY EDGAR

 Securities and Exchange
Commission

 100 F Street, N.E.

Washington, D.C. 20549-4561

 Attention:
Ms. Asia Timmons-Pierce

Re:
Synalloy Corporation

Registration Statement on Form S-3

File No. 333-185064

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, Synalloy Corporation, a Delaware corporation (the
“Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3, as amended (File No. 333-185064), to 11:00 a.m., Eastern Time, on January 7, 2013, or as soon thereafter as
practicable.

 In addition, we hereby acknowledge that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please call Scott Richter of LeClairRyan at
(804) 343-4079 if you have any questions.

Very truly yours,

Synalloy Corporation

By:

 /s/ Craig C. Bram

Craig C. Bram

President and Chief Executive Officer

cc:
Scott H. Richter, Esq.

December 12, 2012

Via E-mail
Mr. Craig C. Bram
President and Chief Executive Officer
775 Spartan Blvd., Suite 102
P.O. Box 5627
Spartanburg, South Carolina 29304

Re: Synalloy Corporation
  Registration Statement on Form S-3
Filed  November 20, 2012
  File No.  333-185064

Dear Mr. Bram :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please tell us how you meet the eligibility requirements to register your offering on Form
S-3. If you are relying upon General Instruction I.B.6. of Form S -3, please also revise the
outside front cover of the  prospectus to disclose the calculation of the aggregate market
value of your outstanding voting and non -voting common equity pursuant to General
Instruction I.B.6. and the amount of all securities offered pursuant to General Instruction
I.B.6. during the prior twelve calendar month period that ends on, and includes, the date
of the prospectus.

2. We note the description of Global Securities on page 16. However, global securities are
not listed in the Registration Statement Fee Table, the Prospectus Cover Pag e or in the
legal opinion. If you are registering global securities, please list them accordingly and
arrange for counsel to provide an opinion on the legality of such global securities.

Craig C. Bram
Synalloy Corporation
December 12, 2012
Page 2

Documents Incorporated by Reference, page 2

3. Please specifically inco rporate your current reports on 8 -K that have been filed with the
SEC since December 31, 2011.  Be sure to include all amendments as well, including the
two amendments you filed to your Form 8 -K dated August 21, 2012.

We urge all persons who are responsib le for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Craig C. Bram
Synalloy Corporation
December 12, 2012
Page 3

 Please contact Asia Timmo ns-Pierce, Staff Attorney, at 202-551-3754  or me at 202-551-
3765  with any other questions.

Sincerely,

 /s/ Pamela Long

 Pamela Long
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631
August 27, 2009
  Mr. Gregory M. Bowie Synalloy Corporation 2144 West Croft Circle Spartanburg, South Carolina 29302
 RE: Synalloy Corporation
Form 10-K for the fiscal year ended January 3, 2009
  Filed March 17, 2009
File #0-19687

   Dear Mr. Bowie:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3768.  Please contact Dorine Miller,
Financial Analyst, at (202) 551-3711 or, in her absence, Brigitte Lippmann, Staff
Attorney, at (202) 551-3713 with any other questions.

         S i n c e r e l y ,             John Cash        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    synlbody.htm

      SYNALLOY
CORPORATION

      July 24,
2009

      Ms.
Tricia Armelin

      Staff
Accountant

      Mail Stop
7010

      Division
of Corporate Finance

      United
States Securities and Exchange Commission

      Washington,
D.C.  20549-3561

      Re:          Synalloy
Corporation

      Form 10-K
for Fiscal year Ended January 3, 2009

      Filed March 17, 2009

      File No. 0-19687

      Dear Ms.
Armelin:

      This
letter addresses our responses to the comments in your follow-up letter dated
July 14, 2009 regarding the filings listed above.  As a preliminary
matter, please note that we have determined that, as of July 4, 2009, the last
day of our most recent second fiscal quarter, our public float, as calculated
pursuant to 17 C.F.R. 229.10(f)(1) was less than $50 million. Accordingly, we
will be a smaller reporting company pursuant to 17 C.F.R. 229.10(f)(2)(iii), and
eligible to use the scaled disclosure available to smaller reporting companies
with respect to our 2010 proxy statement and other 1934 Act filings. The
additional information you have requested relates to our 2009 Compensation
Discussion and Analysis. As a smaller reporting company, we will not be required
to provide a CD&A in our 2010 proxy statement, and the same level of
disclosure you have requested may not be required pursuant to 12 C.F.R.
229.402(o). Consequently, our response is limited to answering your inquiries
and is not necessarily indicative of the disclosure we will make in future
filings. For the same reason, we also may determine not to provide all of the
additional disclosure provided in our June 22, 2009 responses to your June 1,
2009 comment letter in our future filings.

      Definitive Proxy
Statement

      Short-Term Incentive
Compensation, page 9

                1.

                We
      note your response to comment 10 in our letter dated June 1, 2009. For
      each named executive officer please quantify for us, with a view towards
      future disclosure, the measurable business metrics linked to your
      performance that was used by the CEO and the Committee in the
      determination of the 2008 awards.  Please also clarify the
      following in your response:

                ·

                Explain
      in greater detail (and quantify) how you calculated the applicable unit’s
      incentive pool by an amount equal to 10% of the unit’s operating income in
      excess of a threshold of 10% return on average shareholders’ equity
      employed in that business unit.

      Response:
The calculation of the incentive pool from which Mr. Boling received his 2008
incentive compensation is as follows:

                Average
      shareholder's equity for Bristol Metals

              $
              49,068,186

              10
              %

                Calculation
      of 10% threshold

              4,906,819

                Operating
      income of Bristol Metals for 2008

              9,763,421

                Operating
      income less 10% SHE threshold

              4,856,602

              10
              %

                Incentive
      pool

              $
              485,660

          1 of
4

                ·

                Explain
      how you determined to award Mr. Boling 45.5% of the Metals Segment’s
      incentive pool.

      Response:
The calculation of the percentages used to generate Mr. Boling’s 2008 incentive
compensation is as follows:

                Mandatory
      payment as a named participant

                18.7%

                 $         91,061

                Discretionary
      payment as a named participant

                10.0%

                 $         48,566

                Discretionary
      payment from remaining pool

                16.8%

                 $         81,542

                Total
      bonus paid to Boling

                45.5%

                 $       221,169

      The
mandatory payment is determined by taking Mr. Boling’s base salary as a
percentage of the total base salaries of the named participants and multiplying
the percentage by 60% of the incentive pool as required by the incentive
program. The first discretionary payment is subjectively chosen by the CEO but
cannot be greater than 10% of the incentive pool. This discretionary payment can
only be made to one or more of the named participants in the incentive program
as required by the incentive program. The second discretionary payment is also
subjectively chosen by the CEO and is equal to the remaining 30% of the
incentive pool. This discretionary payment can be paid to any of the employees
in the operating unit. The two discretionary payments subjectively chosen by the
CEO are also approved by the Compensation Committee.

                ·

                For
      Mr. Braam, explain in greater detail how his bonus was calculated (i.e.,
      describe how you calculated 5% of net earnings before income taxes in
      excess of 10% of average stockholders’ equity and quantify these
      amounts).

      Response:
The calculation of the incentive paid to Mr. Braam is as follows:

                Average
      shareholders' equity

              $
              61,233,112

              10
              %

                 Calculation
      of 10% threshold

              6,123,311

                 Operating
      income before income taxes

              9,440,771

                 Operating
      income less 10% SHE threshold

              3,317,460

                 Contractual
      percentage

              5
              %

                 Incentive

              $
              165,873

          2 of
4

                ·

                Describe
      in greater detail the various considerations, including the Company’s
      financial results, compensation of other executive officers and an
      evaluation of their job performance used to calculate the discretionary
      cash bonuses paid to Mr. Bowie and Ms.
Carter.

      Response:  During
the calendar year 2008, Synalloy was
engaged in a number of projects which the Board considered as strategic, and
which required initiative from the CFO and Secretary to advance.  These
projects included the installation of a common Information Technology System
across all business units, a review and evaluation of employee benefits and
programs, and other projects.  The cash bonuses paid to Ms. Carter and Mr.
Bowie were in recognition of their efforts in these and other
areas.

      Long-Term Incentive
Compensation, page 10

                2.

                We
      note your response to comment 11 in our letter dated June 1, 2009. Please
      tell us, with a view toward future disclosure, how you determined the
      $400,000 value of the stock available to be awarded for performance for
      the 2008 awards.

      Response:  The
granting of awards under the 2005 Stock Awards Plan begins with a determination
by the Chief Executive Officer and the Compensation & Long-Term Incentive
Committee of the dollar value of the stock available to be awarded for
performance in a given year. In 2006, the Committee arbitrarily chose 45,000
shares at the beginning of the Plan year which resulted in a potential cost
(targeted dollar value) of $1,125,000, based on a share price of $25.00, which
the Committee felt was excessive and not in line with the intended annual cost
of the Plan. The Committee then decided to establish a maximum annual cost for
the targeted dollar value more in line with the Committee’s intentions. As a
result the Committee chose $400,000 as the annual targeted dollar value of the
stock to be awarded each year. The Shareholder approved Plan allows for the
Committee to select a targeted dollar value at its discretion and the $400,000
amount was decided on as providing significant potential rewards for the
recipients without materially impacting the number of shares outstanding or the
shareholders equity of the Company.

          3 of
4

      We
acknowledge that:

                1.

                the
      Company is responsible for the adequacy and accuracy of the disclosure in
      our filings;

                2.

                staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                3.

                the
      Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

      Sincerely,

      /s/ Gregory M.
Bowie

      Gregory
M. Bowie
Chief
Financial Officer and

      Principal
Accounting Officer

        4 of
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 4631
July 14, 2009

Mr. Gregory M. Bowie Synalloy Corporation 2144 West Croft Circle Spartanburg, South Carolina 29302
 RE: Synalloy Corporation
Form 10-K for the fiscal year ended January 3, 2009
  Filed March 17, 2009
File #0-19687

   Dear Mr. Bowie:
We have reviewed your response letter dated June 22, 2009 and have the
following additional comments.  If you disagree , we will consider your explanation as to
why our comment is inapplicable.  In some of our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.
 Definitive Proxy Statement

 Short-Term Incentive Compensation, page 9

1. We note your response to comment 10 in our letter date June 1, 2009.  For each
named executive officer please quantify fo r us, with a view towards future
disclosure, the measurable business metr ics linked to your performance that was
used by the CEO and the Committee in the determination of the 2008 awards. Please also clarify the following in your response:
• Explain in greater detail (and quantif y) how you calculated the applicable
unit’s incentive pool by an amount e qual to 10% of th e unit’s operating
income in excess of a threshold of 10% return on average shareholders’ equity
employed in that business unit.
• Explain how you determined to awar d Mr. Boling 45.5% of the Metals
Segment’s incentive pool.

Mr. Gregory M. Bowie
Synalloy Corporation July 14, 2009 Page 2
• For Mr. Braam, explain in greater deta il how his bonus was calculated (i.e.,
describe how you calculated 5% of net ea rnings before income taxes in excess
of 10% of average stockholders' equity and quantify these amounts).
• Describe in greater detail  the various considerations , including the Company's
financial results, compensation of othe r executive officers and an evaluation
of their job performance us ed to calculate the discre tionary cash bonuses paid
to Mr. Bowie and Ms. Carter.
 Long-Term Incentive Compensation, page 10

2. We note your response to comment 11 in our letter date June 1, 2009. Please tell
us, with a view toward future disclo sure, how you determined the $400,000 value
of the stock available to be awarded for performance for the 2008 awards.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may have additional comments after reviewing your
responses to our comments.
If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3768.  Please contact Dorine Miller,
Financial Analyst, at (202) 551-3711 or, in her absence, Brigitte Lippmann, Staff
Attorney, at (202) 551-3713 with any other questions.

         S i n c e r e l y ,             John Cash        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    synlbody.htm

    SYNALLOY
CORPORATION

    June 22,
2009

    Ms.
Tricia Armelin

    Staff
Accountant

    Mail Stop
7010

    Division
of Corporate Finance

    United
States Securities and Exchange Commission

    Washington,
D.C.  20549-3561

    Re:          Synalloy
Corporation

    Form 10-K
for Fiscal year Ended January 3, 2009

    Filed March 17, 2009

    File No. 0-19687

    Dear Ms.
Armelin:

    This
letter addresses our responses to the comments in your letter dated June 1, 2009
regarding the filings listed above. We will implement changes outlined below in
our future filings assuming you have no further comments based on this
response.

    Form 10-K for the fiscal
year ended January 3, 2009

    Critical Accounting Policies
and Estimates, page 13

              1.

              With
      a view towards future disclosure, please provide us with a more specific
      and comprehensive discussion of your impairment policy for long-lived
      assets.  In this regard, please include a qualitative and
      quantitative description of the material assumptions used in your
      impairment analysis and a sensitivity analysis of those assumptions based
      upon reasonably likely changes.  Reference SFAS
    144.

    Response:
We will add the following disclosure in our future filings:

    In
accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived
Assets” (“SFAS 144”), long-lived assets are reviewed for impairment when events
or changes in circumstances, (also referred to as “triggering events”), indicate
that the carrying value of a long-lived asset or group of assets (the “Assets”)
may no longer be recoverable. Triggering events include: a significant decline
in the market price of the Assets; a significant adverse change in the operating
use or physical condition of the Assets; a significant adverse change in legal
factors or in the business climate impacting the Assets’ value, including
regulatory issues such as environmental actions; the generation by the Assets of
historical cash flow losses combined with projected future cash flow losses; or,
the expectation that the Assets will be sold or disposed of significantly before
the end of the useful life of the Assets. The Company concluded

        1

    that
there were no indications of impairment requiring further testing during the
year ended January 3, 2009.

    If the
Company concluded that, based on its review of current facts and circumstances,
there were indications of impairment, then testing of the applicable Assets
would be performed in accordance with SFAS 144. The recoverability of the Assets
to be held and used is tested by comparing the carrying amount of the Assets at
the date of the test to the sum of the estimated future undiscounted cash flows
expected to be generated by those Assets over the remaining useful life of the
Assets. In estimating the future undiscounted cash flows, the Company uses
projections of cash flows directly associated with, and which are expected to
arise as a direct result of, the use and eventual disposition of the Assets.
This approach requires significant judgments including the Company’s projected
net cash flows, which are derived using the most recent available estimate for
the reporting unit containing the Assets tested. Several key assumptions would
include periods of operation, projections of product pricing, production levels,
product costs, market supply and demand, and inflation. If it is determined that
the carrying amount of the Assets are not recoverable, an impairment loss would
be calculated equal to the excess of the carrying amount of the Assets over
their fair value. Assets classified as held for sale are recorded at the lower
of their carrying amount or fair value less cost to sell. Assets to be disposed
of other than by sale are classified as held and used until the Assets are
disposed or use has ceased.

              2.

              In
      the interest of providing readers with better insight into management’s
      judgments in accounting for goodwill, please provide us, and disclose in
      future filings, the following:

              •

              A
      qualitative and quantitative description of the material assumptions used
      and a sensitivity analysis of those assumptions based upon reasonably
      likely changes.

              •

              How
      the assumptions and methodologies used for valuing goodwill in the current
      year have changed since the prior year highlighting the impact of any
      changes.

              •

              A
      more specific and comprehensive discussion regarding how you have
      considered decreases in your market capitalization in your impairment
      analysis.

    Response:
We will add the following disclosure in our future filings:

    The
Company has goodwill of $1,355,000 recorded as part of its acquisition, in 1996,
of Manufacturers Soap and Chemical Company, a reporting unit operating within
the Chemical Segment. In accordance with SFAS No. 142, “Goodwill and Other
Intangible Assets” (“SFAS 142”), goodwill, which represents the excess of
purchase price over fair value of net assets acquired, is to be tested for
impairment at least on an annual basis. The initial step of the goodwill
impairment test involves a comparison of the fair value of the reporting unit in
which the goodwill is recorded, with its carrying amount. If the reporting
unit’s fair value exceeds its carrying value, no impairment loss is recognized
and the second step, which is a calculation of the impairment, is not performed.
However, if the reporting unit’s carrying value exceeds its fair value, an
impairment charge equal to the difference in the carrying value of the goodwill
and the implied fair value of the goodwill is recorded. Implied fair value of
goodwill is

        2

    determined
in the same manner as the amount of goodwill recognized in a business
combination. That is, the fair value of the reporting unit is allocated to the
assets and liabilities of the reporting unit as if it had been acquired in a
business combination. The excess of the fair value of the reporting unit over
the amounts allocated to assets and liabilities is the implied fair value of
goodwill.  In making our determination of fair value of the reporting
unit, we rely on the discounted cash flow method. This method uses projections
of cash flows from the reporting unit. This approach requires significant
judgments including the Company’s projected net cash flows, the weighted average
cost of capital (“WACC”) used to discount the cash flows and terminal value
assumptions. We derive these assumptions used in our testing from several
sources. Many of these assumptions are derived from our internal budgets, which
would include existing sales data based on current product lines and assumed
production levels, manufacturing costs and product pricing. We believe that our
internal forecasts are consistent with those that would be used by a potential
buyer in valuing our reporting units. The WACC rate is based on an average of
the capital structure, cost of capital and inherent business risk profiles of
the Company. The assumptions used in our valuation are interrelated. The
continuing degree of interrelationship of these assumptions is, in and of itself
a significant assumption. Because of the interrelationships among the
assumptions, we do not believe it would be meaningful to provide a sensitivity
analysis on any of the individual assumptions. However, one key assumption in
our valuation model is the WACC. If the WACC, which is used to discount the
projected cash flows, were higher, the measure of the fair value of the net
assets of the reporting unit would decrease. Conversely, if the WACC were lower,
the measure of the fair value of the net assets of the reporting unit would
increase. If our estimate of the WACC used in the Company’s 2008 annual test for
impairment were to increase by 50 basis points, the estimated fair value of the
reporting unit would decrease by more than 12% (however it would still continue
to exceed the carrying value amount). If the WACC decreased by 50 basis points,
the estimated fair value of the reporting unit would increase by more than 15%.
Changes in any of the Company’s other estimates could also have a material
effect on the estimated future undiscounted cash flows expected to be generated
by the reporting unit’s assets.

    Based on
the closing price of the Company’s common stock at January 3, 2009, the
aggregate market value (calculated using the relevant shares outstanding and the
closing stock price) was significantly below the consolidated book value of the
Company at January 3, 2009, indicating the possibility of impairment. We believe
that the low market value of the Company resulted from a combination of factors.
Factors not directly related to the Company included the significant declines
across all of the financial markets, the significant downturn in the overall
economy, and the negative impact from issues existing in the financial sector.
Factors more directly related to the Company included the poor economic
conditions within the Company’s markets, coupled with the Metals Segment’s
experiencing sharp declines in stainless steel pricing which negatively impacted
profitability over the last 6 months of 2008 (as discussed under Risk Factors
and in the MD&A-Comparisons of 2008 to 2007–Metals Segment). As a result, we
believe the decline in our market capitalization was more significantly impacted
by our Metals Segment than in our Chemicals Segment, which is where all of the
Company’s goodwill is recorded. As an additional exercise to validate our
assumptions, we estimated the

        3

    total
fair value of each of the reporting units comprising our two reportable segments
and aggregated the fair values for comparison to the Company’s total market
capitalization. The exercise of reconciling the market capitalization to the two
computed fair values validated that our reporting unit fair values were
reasonable.

    Liquidity and Capital
Resources, page 14

              3.

              Please
      revise future filings to include a more specific and comprehensive
      discussion of the terms of the significant covenants within your debt
      agreements.  In addition, if you believe that it is reasonably
      likely that you will not meet any significant debt covenant, please revise
      future filings to also present, for your most significant covenants, your
      actual ratios and other actual amounts versus the minimum/maximum
      ratios/amounts permitted as of each reporting date.  Such
      presentation will allow an investor to easily understand your current
      status in meeting your financial
covenants.

    Response:
We will expand the discussion of the covenant requirements of our debt
agreements by adding the required ratios in future filings. We will also provide
discussions and comparisons to actual levels when we either are not in
compliance, or we anticipate we will not be in compliance, with any of our debt
covenants.

    Signatures, page
43

              4.

              In
      future filings please ensure that the Form 10-K is also signed by the
      company’s controller or principal accounting officer, whose title should
      be shown on the signature page.

    Response:
Our principal accounting officer is also our Chief Financial Officer so we will
identify him as the principal accounting officer in future filings.

    Index to Exhibits, page
44

    Exhibit
21

              5.

              For
      disclosure of subsidiaries of the registrant, you incorporate by
      “reference to the Form 10-K for the year ended January 3,
      2009.”  In future filings please revise to the file the Exhibit
      21 or identify the location of the required
  information.

    Response:
We will include an Exhibit 21 listing our subsidiaries in future filings or
identify the location of the requested information.

    Exhibit
31

              6.

              Since
      the Chief Executive Officer and the Chief Financial Officer filed separate
      certifications as required by the Securities Exchange Act Rule 13a-14(a),
      in future filings, the Exhibit Index should identify each certification,
      i.e. Exhibit 31.1 and Exhibit 31.2.

    Response:
We will identify each certification as a separate Exhibit number in future
filings.

        4

    Definitive Proxy
Statement

    Security Ownership of
Management, page 4

              7.

              We
      note in your footnote disclosure that common stock shown in the table
      includes amounts that are subject to currently exercisable options. Item
      403 of Regulation S-K and rule 13d-3(d)(1) require that the table include
      shares of common stock that beneficial owners have a right to acquire
      within sixty days. In future filings, please revise your footnote
      disclosure according.

    Response:
The shares shown in the table do include those exercisable within 60 days. We
will expand the applicable references below the table to read “includes
exercisable options to purchase # shares of common stock that beneficial owners
have a right to acquire within sixty days” in future filings.

    Compensation Discussion and
Analysis

    Base Compensation, page
9

              8.

              We
      note that base salaries are set in relation to a range defined by your
      peers of comparable size and in related industries. Your disclosure seems
      to indicate that you have engaged in benchmarking of total compensation or
      material elements of compensation. In that regard, please identify the
      companies in your peer group in future
filings.

    Response:  The
“Base Compensation” section to which your comment refers may have been somewhat
inartfully worded.  We do not engage in benchmarking.  In
order to better discharge their responsibilities, the members of our
Compensation Committee, individually, spend a significant amount of time
reviewing executive compensation information in proxy statements of various
other public companies, including those in which they are
shareholders.  They also review various publications and surveys that
contain information about executive compensation for manufacturing
companies.  They discuss their collective knowledge and recollection
of the information they have reviewed as part of the process of setting
executive compensation.   The process is informal and does not
rely upon any companies in particular, but the members of the Committee do
recognize that manufacturers of comparable size and those that are engaged in
similar lines of business provide more meaningful
comparisons.  Because the Company is relatively small and is engaged
in a variety of diverse and highly specialized business activities, there are
few companies with which direct comparisons are possible, and many of those are
foreign or privately held so that compensation information is not publicly
available.  Nevertheless, the Committee feels its process justifies
characterizing executive base compensation as being in the lower range of
similarly situated companies.

    The
Corporate Secretary’s base compensation is set with reference to surveys
prepared by the American Society of Corporate Secretaries and Governance
Professionals, and is in the low range of the survey data.

        5

    We will
revise our disclosure about base compensation in future filings to clarify our
process further.  If we do engage in formal benchmarking in the
future, we will identify the companies against which we benchmark.

              9.

              We
      note your disclosure that the company’s base salaries are set toward the
      low end range defined by your peers of comparable size and in related
      industries. In future f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              Synalloy Corporation
                             2144 West Croft Circle
                        Spartanburg, South Carolina 29302

                                  June 2, 2009

Via EDGAR

Ms. Tricia Armelin
Staff Accountant
Mail Stop 7010
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, D.C.  20549-3561

Re:      Synalloy Corporation
         Form 10-K for Fiscal Year Ended January 3, 2009
         Filed March 17, 2009
         File No. 0-19687

Dear Ms. Armelin:

         We have  received  the  comment  letter  from you dated  June 1,  2009,
addressed  to me, and are working on our  response.  Several of the people whose
input we will need for our response are out of town,  so we would not be able to
provide  a  thorough  response  in the 10  business  day  time  period  you have
requested. Accordingly, we expect to provide you with our response no later than
July 1, 2009. Please let me know if this date presents a problem.  My fax number
is (864) 596-1501 and my e-mail address is gbowie@synalloy.com.

         Thank you for your help.

                                                     Sincerely,

                                                     s/Gregory M. Bowie
                                                     ---------------------------
                                                     Gregory M. Bowie
                                                     Chief Financial Officer

</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
June 1, 2009

Mr. Gregory M. Bowie Synalloy Corporation 2144 West Croft Circle Spartanburg, South Carolina 29302
 RE: Synalloy Corporation
Form 10-K for the fiscal year ended January 3, 2009
  Filed March 17, 2009
File #0-19687

   Dear Mr. Bowie:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended January 3, 2009

 Critical Accounting Policies and Estimates, page 13

1. With a view towards future disclosure, pl ease provide us with a more specific and
comprehensive discussion of your impairment  policy for long-lived assets.  In this
regard, please include a qualitative and quantitative description of the material assumptions used in your impairment analys is and a sensitivity analysis of those
assumptions based upon reasonably li kely changes. Reference SFAS 144.

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 2
2. In the interest of providing readers w ith better insight into management’s
judgments in accounting for goodwill, please provide us, and disclose in future filings, the following:
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes.
• How the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prio r year highlighting the impact of any
changes.
• A more specific and comprehensive discussion regarding how you have
considered decreases in your mark et capitalization in your impairment
analysis.
 Liquidity and Capital Resources, page 14

3. Please revise future filings to include a more specific and comprehensive
discussion of the terms of the significant covenants within your debt agreements.
In addition, if you believe that it is re asonably likely that you will not meet any
significant debt covenant, please revise futu re filings to also present, for your
most significant covenants, your actual ra tios and other actual  amounts versus the
minimum/maximum ratios/amounts permitted as of each reporting date.  Such presentation will allow an investor to  easily understand your current status in
meeting your financial covenants.

Signatures, page 43

4. In future filings, please ensure that the Form 10-K is also signed by the
company’s controller or pr incipal accounting officer, whose title should be shown
on the signature page.

Index to Exhibits, page 44
Exhibit 21
5. For disclosure of subsidiari es of the registrant, you incorporate by “reference to
the Form 10-K for the year ended January  3, 2009.”  In future filings, please
revise to file the Exhibit 21 or identify the location of the required information.

Exhibit 31
6. Since the Chief Executive Officer and the Chief Financial Officer filed separate
certifications as required by the Securities  Exchange Act Rule 13a-14(a), in future
filings, the Exhibit Index s hould identify each certifica tion, i.e. Exhibit 31.1 and
Exhibit 31.2.

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 3   Definitive Proxy Statement

 Security Ownership of Management, page 4

7. We note in your footnote disclosure th at common stock shown in the table
includes amounts that are subject to curren tly exercisable options.  Item 403 of
Regulation S-K and Rule 13d-3(d)(1) require  that the table in clude shares of
common stock that beneficial owners have a right to acquire within sixty days.  In
future filings, please revise your footnote disclosure according.

Compensation Discussion and Analysis
Base Compensation, page 9
8. We note that base salaries are set in re lation to a range defined by your peers of
comparable size and in related industries.  Your disclosure seems to indicate that
you have engaged in benchmarking of total compensation or material elements of
compensation.  In that regard, please iden tify the companies in your peer group in
future filings.
9. We note your disclosure that the company’ s base salaries are set toward the low
end of a range defined by your peers of co mparable size and in related industries.
In future filings, please disclose where actual payments fell within targeted
parameters.  To the extent actual comp ensation was outside the targeted range,
please explain why.

Short-Term Incentive Compensation, page 9
10. We note your disclosure that the compa ny’s cash incentive compensation is based
on measurable objective performance crit eria, such as operating income and
return on average shareholde rs’ equity.  In future f ilings, please identify and
quantify both the goals and returns u pon which the named executive officers’
compensation is based.

Long-term Incentive Compensation, page 10
11. Although you have disclosed the specific  items of performance on which long-
term incentive awards are based, you have not  disclosed the actual or target levels
for the named executive officers.  In future filings, please describe in greater detail how the compensation committee dete rmined the number of shares awarded
to each named executive officer.

*    *    *    *

Mr. Gregory M. Bowie
Synalloy Corporation June 1, 2009 Page 4     Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding co mments on the financial statements and
related matters, please direct them to Tric ia Armelin, Staff Account ant, at (202) 551-3747
or, in her absence, to the undersigned at (202) 551-3768.  Please contact Dorine Miller,
Financial Analyst, at (202) 551-3711 or, in her absence, Brigitte Lippmann, Staff
Attorney, at (202) 551-3713 with any other questions.

         S i n c e r e l y ,             John Cash        A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
August 7, 2006
  Mr. Gregory M. Bowie Synalloy Corporation 2155 West Croft Circle Spartanburg, SC 29302

 RE: Synalloy Corporation
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 27, 2006
File #0-19687

   Dear Mr. Bowie:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Tricia Armeli n, Staff Accountant, at (202) 551 -3747 or, in her absence, to
the undersigned at (202) 551-3768.
Sincerely,

        John Cash         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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filename1.htm

Form 10-K for the fiscal year ended December 31, 2005

SYNALLOY CORPORATION

July 5, 2006

Mr. John Cash, Accounting Branch Chief

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:	Your letter dated June 22, 2006 referring to our filings

		Form 10-K for the fiscal year ended December 31, 2005

		Form 10-Q/A for the period ended April 1, 2006

Dear Mr. Cash:

This letter addresses your questions regarding the filings listed above. We will implement the changes outlined below and include those applicable in our future filings.

Form 10-K for the fiscal year ended December 31, 2005

Consolidated Statements of Cash Flows, page 28

Given that you have prepared your statement of cash flows using the indirect method, it is unclear to us why you have reconciled your operating cash flows to net income from continuing operations rather than your net income. Reference paragraph 29 of FAS 95.

We prepared the statement of cash flows under the concept that the discontinued operations be removed from all of the operating activities and included in one line to reconcile from net cash provided by (used in) continuing operating activities to net cash provided by (used in) operating activities and therefore started with net income from continuing operations rather than net income. Based on FAS 95, we agree that the statement should start with net income with a line adding back the loss from discontinued operations. We have included Attachment 1 showing the Consolidated Statement of Cash Flows with these reclassifications which we will utilize in future filings. Please note that there was no impact on net cash provided by (used in) continuing operating activities or net cash provided by (used in) operating activities.

Note A. Summary of Significant Accounting Policies

Revenue Recognition, page 30

With a view towards future disclosure, please tell us why you have classified your shipping costs as a reduction of revenue instead of as a component of cost of sales.  Reference EITF 00-10.

1

We have historically included shipping costs in net sales disclosing the amount in Note A. After re-reviewing EITF 00-10, we agree that we should include the shipping costs in cost of sales going forward, re-classifying shipping costs in comparative prior periods presented to conform to the current period statement of operations.

Note B. Special Items, page 32

With a view towards future disclosure, please tell us how you are accounting for the affiliated company in which OP owns 45 percent.

As a part of the acquisition in 1998 of Organic Pigments (OP), a wholly owned subsidiary of the Company, we obtained an $840,000 note receivable from an affiliated company in which OP owns 45 percent. The affiliated company has as its primary asset a minority investment in a Chinese pigment plant under a joint venture agreement that expires in 2008 from which OP purchases some of its raw materials. When the acquisition was recorded, the allocation of the purchase price to the equity investment of the affiliated company was $0. We have accounted for the investment since the acquisition on a basis of accounting that approximates the equity method. Annually through 2003, the joint venture received distributions of the plant's profits which were insignificant, passing them through to OP and the other joint venture partner. As a result the investment in the affiliated company continued to be $0. We recorded the note receivable as a long-term asset at its original cost and based on financial information received from the Chinese plant each year, evaluated the asset for impairment to determine if any reserve was needed. In 2004 and 2005, no distributions of profits were made and, as stated in the footnote, the plant was expected to report an minor operating loss for 2005. Based on the current and anticipated operating losses of the joint venture and other factors, we were able to ascertain that it was not likely that the affiliated company would be able to repay the note receivable. The receivable was written off at December 31, 2005 and the $840,000 loss was included in other expense.

With a view towards future disclosure, please tell us how you have classified the assets related to your Greensboro plant at December 31, 2005, which you plan to sell during the second quarter of 2006.

The Greensboro plant had property, plant and equipment with a net book value of $247,000 at December 31, 2005 which was included in the consolidated totals for property, plant and equipment in the balance sheets. The majority of the manufacturing equipment, representing more than half of the net book value, has been relocated to our Spartanburg location and put into production. As a result, we did not believe the asset value related to what was being sold was significant enough to consider reclassification into a separate asset held for sale account.

2

Note D. Deferred Charges and Other Assets, page 33

Please provide us with a comprehensive description of how you test your goodwill balance for impairment in accordance with FAS 142.  In this regard, please tell us how you have defined your reporting units. In addition, please tell us what consideration you gave to your discontinued operations in determining that your goodwill balance was not impaired.

The goodwill recorded in the financial statements resulted from the acquisition of Manufacturers Chemicals (MC) in 1996 which is part of the Chemicals Segment. MC's operations are located in Cleveland, Tennessee. MC has a "stand alone" operation, including separate financial statements which are regularly reviewed by the Segment's management, indicating the operation is to be treated as a reporting unit. Utilizing MC's historical results, current budgets, and other factors (if any) that may impact future results, an annual calculation of the fair value is made using estimated future cash flows derived from the above information to ensure that the carrying value including the goodwill does not exceed the estimated fair value. To date, no such adjustment has been required.

As discussed above, the goodwill currently disclosed in the financial statements is included entirely in our Chemicals Segment. The discontinued operations were part of our Colors Segment which was dissolved when the business was sold at the beginning of 2005.

With a view towards future disclosure, please tell us how you have allocated your goodwill balance to your reportable segments. Reference paragraph 45 of FAS 142.

The goodwill recorded in the financial statements resulted from the acquisition of MC in 1996 which is part of the Chemicals Segment as noted above. In future filings, we will disclose this in the Company's accounting policy footnote (Note A) covering goodwill as well as in our Segment footnote to the consolidated financial statements.

Note J.   Stock Options, page 37

In future filings please ensure that your disclosures comply with the requirements outlined in paragraph A240 of FAS 123(R). In this regard, please ensure that you disclose the weighted average exercise price of options that have been cancelled or have expired.

This disclosure will be made in all future filings in accordance with A240 of FAS 123(R).

With a view towards future disclosure, please tell us how you determined that your decision to accelerate the vesting of your options did not result in compensation cost. In this regard, please tell us how you considered the fact

3

that it appears that these options are "in the money". Reference paragraphs 32-

37 of FIN 44. In addition, please tell us and revise future filings to disclose why you elected to modify the terms of these options.

Based on the guidance of paragraphs 36 and 126 of FIN 44, we concluded that the modification to accelerate the vesting of the options did not cause an effective renewal of the awards. The options with accelerated vesting were granted to a select number of key employees who are expected to continue to provide service. We also are not aware of any factors that would cause us to believe the options would not have vested under their original vesting provisions. As a result, any incremental compensation cost measured at the date of the accelerated vesting was not recognized.

Since we concluded that accelerating the options would not result in the recognition of compensation costs for the year ended 2005 under APB 25 and we had to fully adopt the provisions of FAS 123(R) in 2006, by accelerating the vesting of the options we could minimize the impact from outstanding stock options on our Statement of Operations going forward and simplify the disclosures required by FAS 123(R) we will have to make. We will address this issue in all future filings.

Note K.  Income Taxes, page 39

Given your retained earnings balance, please clarify for us how you have generated such a significant net operating loss carryforwards in South Carolina.

We file tax returns in South Carolina including only the parent's operations and the results of BU, a division of the Company located in South Carolina. We do not pick up any of the earnings of the Company's subsidiaries for the filing of its state tax return for South Carolina. As indicated in the Industry Segment Footnote - Note P, we do not allocate certain of the corporate expenses. These expenses include among other items, the costs of being a public company, activities such as evaluating potential acquisitions and divestitures, and interest expense on the Company's debt. In addition, BU has experienced significant losses over the last several years including significant environmental expenses. The combination of these items has generated the large NOL carryforwards in South Carolina.

Form 10-Q/A for the period ended April 1, 2006

Item 4. Controls and Procedures, page 11

We note that your Chief Executive Officer and Chief Financial Officer concluded that the effectiveness of your disclosure controls and procedures was adequate. However, your conclusion should be that your disclosure controls and procedures are either effective or ineffective. Given this, please tell us, and revise future filings to clarify, that your Chief Executive Officer

4

and Chief Financial Officer still conclude that, at April 1, 2006, that your disclosure controls and procedures were effective. See Exchange Act Rule 13a-15(e).

Based on the evaluation required by 17 C.F.R. Section 240.13a-15(b) or 240.15d-15(b) of the Company's disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15(e) and 240.15d-15(e)), the Company's chief executive officer and chief financial officer concluded that such controls and procedures, as of the end of the period covered by the above-referenced quarterly report, were effective. This wording will also be used in our future filings.

The Company acknowledges that:

the Company is responsible for the adequacy and accuracy of the disclosures in our filings;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

Sincerely,

/s/ Gregory M. Bowie

Chief Financial Officer

5

Attachment 1 to Synalloy Corporation Letter to SEC Dated July, 5, 2006

Following is an unaudited revised Consolidated Statement of Cash Flows which has been revised to reconcile net income (loss) to net cash flow from operations instead of net income (loss) from continuing operations as presented in the filed in the Company's Form 10-K for the fiscal year ended December 31, 2005. The items changed are in bold. There was no impact on net cash provided by (used in) continuing operating activities or net cash provided by (used in) operating activities.

Consolidated Statements of Cash Flows

Years ended December 31, 2005, January 1, 2005 and January 3, 2004

2005

2004

2003

Operating activities

 (Revised)

 (Revised)

 (Revised)

----------------------

----------------------

----------------------

  Net income (loss)

 $   5,095,951

 $   1,174,118

 $(1,420,648)

  Adjustments to reconcile net income (loss) to net cash

    provided by (used in) operating activities:

      Loss from discontinued operations, net of tax

51,413

1,100,314

840,268

      Depreciation expense

2,675,321

2,565,948

2,596,171

      Amortization of deferred charges

186,602

501,724

380,016

      Deferred income taxes

111,000

573,000

(745,000)

      Provision for losses on accounts receivable

511,771

610,525

189,010

      Provision for write-down of note receivable

840,000

-

-

      Provision for write-down of inventories

-

-

481,000

      Provision for write-down of property, plant and equipment

-

-

490,000

      Loss (gain) on sale of property, plant and equipment

96,720

9,607

(1,756)

      Cash value of life insurance

(85,415)

(86,642)

(86,158)

      Environmental reserves

(405,555)

276,251

(739,647)

      Issuance of treasury stock for director fees

125,005

124,989

102,624

      Changes in operating assets and liabilities:

        Accounts receivable

(7,825,011)

(3,237,757)

(1,727,492)

        Inventories

1,867,805

(7,836,262)

(2,649,840)

        Other assets and liabilities

(222,286)

(36,430)

(696,691)

        Accounts payable

3,105,403

398,623

1,003,232

        Accrued expenses

3,603,798

75,057

664,245

        Income taxes payable

1,710,093

10,609

2,597,696

----------------------

----------------------

----------------------

Net cash provided by (used in) continuing

    operating activities

11,442,615

(3,776,326)

1,277,030

Net cash provided by (used in)

    discontinued operating activities

3,982,643

4,396,707

(5,048,467)

----------------------

----------------------

----------------------

Net cash provided by (used in) operating activities

15,425,258

620,381

(3,771,437)

6

Consolidated Statements of Cash Flows - Continued

Years ended December 31, 2005, January 1, 2005 and January 3, 2004

2005

2004

2003

 (Revised)

 (Revised)

 (Revised)

----------------------

----------------------

----------------------

Investing activities

  Purchases of property, plant and equipment

(3,245,588)

(2,313,219)

(1,324,656)

  Proceeds from sale of property, plant and equipment

4,650

10,887

11,862

  Decrease (increase) in notes receivable

28,000

(428,000)

346,690

----------------------

----------------------

----------------------

Net cash used in continuing operations

    investing activities

(3,212,938)

(2,730,332)

(966,104)

Net cash used in discontinued operations

    investing activities

-

(116,859)

(208,332)

----------------------

----------------------

----------------------

Net cash used in investing activities

(3,212,938)

(2,847,191)

(1,174,436)

Financing activities

  Net (payments on) proceeds from revolving lines of credit

(8,647,845)

2,443,651

898,327

  Proceeds from exercised stock options

145,554

74,399

-

----------------------

----------------------

----------------------

Net cash (used in) provided by continuing

    operations financing activities

(8,502,291)

2,518,050

898,327

Net cash (used in) provided by discontinued

    operations financing activities

(4,000,000)

-

4,000,000

----------------------

----------------------

----------------------

Net cash (used in) provided by financing activities

(12,502,291)

2,518,050

4,898,327

----------------------

----------------------

----------------------

  (Decrease) increase in cash and cash equivalents

(289,971)

291,240

(47,546)

Cash and cash equivalents at beginning of year

292,350

1,110

48,656

----------------------

----------------------

----------------------

Cash and cash equivalents at end of period

 $          2,379

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
June 22, 2006
  Mr. Gregory M. Bowie Synalloy Corporation 2155 West Croft Circle Spartanburg, SC 29302

 RE: Synalloy Corporation
Form 10-K for the fiscal year ended December 31, 2005
  Filed March 27, 2006
File #0-19687

   Dear Mr. Bowie:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the fiscal year ended December 31, 2005

 Consolidated Statements of Cash Flows, page 28

1. Given that you have prepared your stat ement of cash flows using the indirect
method, it is unclear to us why you have reconciled your operating cash flows to net income from continuing operations rath er than your net income.  Reference
paragraph 29 of FAS 95.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 2   Note A. Summary of Significant Accounting Polcies

Revenue Recognition, page 30
2. With a view towards future disclosure, pl ease tell us why you have classified your
shipping costs as a reduction of revenue in stead of as a component of cost of
sales.  Reference EITF 00-10.

Note B. Special Items, page 32
3. With a view towards future disclosure, please tell us how you are accounting for
the affiliated company in which OP owns 45 percent.
4. With a view towards future disclosure, pl ease tell us how you have classified the
assets related to your Greensboro plant at December 31, 2005, which you plan to sell during the second quarter of 2006.

Note D. Deferred Charges and Other Assets, page 33

5. Please provide us with a comprehensiv e description of how you test your
goodwill balance for impairment in accord ance with FAS 142.  In this regard,
please tell us how you have defined your reporting units.  In addition, please tell
us what consideration you gave to your  discontinued operations in determining
that your goodwill balance was not impaired.
6. With a view towards future disclosure, pl ease tell us how you have allocated your
goodwill balance to your reportable segmen ts.  Reference paragraph 45 of FAS
142.

Note J. Stock Options, page 37
7. In future filings please ensure that your disclosures comply with the requirements
outlined in paragraph A240 of FAS 123(R).  In this regard, please ensure that you
disclose the weighted average exercise pr ice of options that have been cancelled
or have expired.
8. With a view towards future disclosure, please tell us how you determined that
your decision to accelerate the vestin g of your options did not result in
compensation cost.  In this regard, please tell us how you considered the fact that
it appears that these options are “in the money”.  Reference paragraphs 32-37 of
FIN 44.  In addition, please tell us and re vise future filings to disclose why you
elected to modify the terms of these options.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 3   Note K Income Taxes, page 39

9. Given your retained earnings balance,  please clarify for us how you have
generated such a sign ificant net operating loss carryfo rward in South Carolina.

Form 10-Q/A for the period ended April 1, 2006
Item 4. Controls and Procedures, page 11
10. We note that your Chief Executive Officer and Chief Financial Officer concluded
that the effectiveness of your  disclosure controls and procedures was adequate.
However, your conclusion should be that you r disclosure controls and procedures
are either effective or ineffective.  Give n this, please tell us, and revise future
filings to clarify, that your Chief Execu tive Officer and Chief Financial Officer
still conclude that, at Ap ril 1, 2006, that your disclosure  controls and procedures
were effective.  See Exchange Act Rule 13a-15(e).

*    *    *    *
   Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosure , they are responsible for the accuracy and
adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. Gregory M. Bowie
Synalloy Corporation June 22, 2006 Page 4

If you have any questions regarding these co mments, please direct them to Tricia
Armelin, Staff Accountant, at (202) 551-3747 or, in her absen ce, to the undersigned at
(202) 551-3768.
.
         S i n c e r e l y ,             John Cash        A c c o u n t i n g  B r a n c h  C h i e f